Incremental Advances. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Commitments in an aggregate amount not to exceed $100,000,000 from one or more Incremental Lenders, all of which must be Eligible Assignees. Such notice shall set forth (i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining amount available for Incremental Commitments), (ii) the date on which such Incremental Commitments are requested to become effective (which shall not be less than 10 days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Commitments are commitments to make additional Advances or commitments to make term loans with terms different from the Advances (“Other Advances”). (b) The Borrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Incremental Lenders in connection therewith. The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of each Incremental Lender. The terms and provisions of the Incremental Advances shall be consistent with those of the Advances except as otherwise set forth herein or in the Incremental Agreement, and to the extent not consistent with those of the Advances, shall be reasonably satisfactory to the Administrative Agent. Without the prior written consent of the Majority Lenders, (i) the final maturity date of any Other Advances shall be no earlier than the Maturity Date, (ii) the average life to maturity of the Other Advances shall be no shorter than the average life to maturity of the Advances and (iii) if the initial yield on such Other Advances (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Eurodollar Rate on such Other Advances and (y) if such Other Advances are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Advances, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Advances and (B) four) exceeds the sum of the Applicable Margin then in effect for Eurodollar Advances plus any fees payable under Section 2.5 and effected in the form of OID by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for Advances shall automatically be increased by the Yield Differential, effective upon the making of the Other Advances. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitment and the Other Advances evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.14 unless (i) such indebtedness is provided the same guarantees, and is secured by the Collateral on a pari passu basis with the liens securing the Obligations, (ii) on the date of such effectiveness, the Administrative Agent shall have received a certificate executed by a Financial Officer of the Borrower certifying that on the date of, and after giving effect to, the incurrence of such Incremental Commitments (and any acquisitions, investments or dispositions made after the beginning of the determination period but prior to or simultaneous with the incurrence of such Incremental Commitments), the Senior Secured Leverage Ratio of the Borrower does not exceed 4.00 to 1.00, (iii) on the date of such effectiveness, the Administrative Agent shall have received a certificate of an authorized officer of the Borrower certifying that on the date of, and after giving effect to, the incurrence of such Incremental Commitments (A) no Default has occurred and is continuing (except that, in the case of Incremental Commitments incurred in connection with an Acquisition permitted by Section 6.4, this condition shall be limited to Default arising under Section 7.1(a) or Section 7.1(g)) and (B) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects unless such representation and warranty is already qualified as to materiality or Material Adverse Change in which case such representation and warranty shall be true and correct in all respects (except that, in the case of Incremental Commitments incurred in connection with an Acquisition permitted by Section 6.4, this condition shall be limited to the Specified Representations and the Acquisition Agreement Representations (conformed as applicable for such Acquisition)), (iv) all fees and expenses owing in respect of such Incremental Commitments shall have been paid and (v) except as otherwise specified in the applicable Incremental Agreement, the Administrative Agent shall have received (with sufficient copies for each of the Incremental Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Effective Date under Section 3.1. (d) Each of the parties hereto hereby agrees that the Administrative Agent may, with the Borrower’s consent (not to be unreasonably withheld or delayed), take any and all action as may be reasonably necessary to ensure that all Incremental Advances (other than Other Advances), when originally made, are included in each Borrowing of outstanding Advances on a pro rata basis. This may be accomplished by converting each outstanding Eurodollar Borrowing into a Base Rate Borrowing on the date of each Incremental Advance, or by allocating a portion of each Incremental Advance to each outstanding Eurodollar Borrowing on a pro rata basis. Any conversion of Eurodollar Advances to Base Rate Advances under the preceding sentence shall be subject to Section 2.8. If any Incremental Advance is to be allocated to an existing Interest Period for a Eurodollar Borrowing, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Agreement. In addition, to the extent any Incremental Advances are not Other Advances, the scheduled amortization payments under Section 2.4 required to be made after the making of such Incremental Advances shall be ratably increased by the aggregate principal amount of such Incremental Advances.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Hi-Crush Partners LP)
Incremental Advances. (a) The Borrower maymay at any time or from time to time after the Effective Date, by written notice to the Administrative Agent from time (whereupon the Administrative Agent shall promptly deliver a copy to timeeach of the Lenders), request that additional Revolving Credit Commitments (the “Incremental Revolving Credit Commitments”) be made available to the Borrower, provided that, immediately prior to, and after giving effect to the incurrence of such Incremental Revolving Credit Commitments, the Borrower shall be in compliance with the covenants set forth in Section 5.04 as of the last day of the most recently ended fiscal quarter, on a Pro Forma Basis after giving effect to any such Incremental Revolving Credit Commitments (and, without duplication, assuming that any Incremental Revolving Credit Commitments have been fully utilized). Each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not to exceed less than $100,000,000 from one or more Incremental Lenders, 25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all of which must be Eligible Assignees. Such notice shall remaining availability under the limit set forth (i) in the next sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Revolving Credit Commitments being requested (which shall not exceed $200,000,000. The Incremental Revolving Credit Commitments shall form part of a single Class of Commitments, and shall be in minimum increments subject to identical terms and conditions as those applicable to, the Revolving Credit Commitments for all purposes of $1,000,000 this Agreement and a minimum amount of $5,000,000 or such lesser amount equal to the remaining amount available for Incremental Commitments), (ii) the date on which such Incremental Commitments are requested to become effective (which shall not be less than 10 days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Commitments are commitments to make additional Advances or commitments to make term loans with terms different from the Advances (“Other Advances”)each other Loan Document.
(b) The Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Revolving Credit Commitments, as applicable. Incremental Revolving Credit Commitments may seek Incremental Commitments from be made or provided by any existing Lenders Lender (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Incremental Lenders in connection therewith. The Borrower and each existing Revolving Credit Lender will have the right, but not an obligation, to provide all or a portion of the Incremental Revolving Credit Commitments, in each case on terms permitted in this Section 2.18) or any other Eligible Assignee. Commitments in respect of Incremental Revolving Credit Commitments shall become Revolving Credit Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by each Loan Party, each Lender shall execute and deliver to the Administrative Agent an Incremental Agreement and such other documentation as the Administrative Agent shall reasonably specify Eligible Assignee agreeing to evidence the Incremental Commitment of each Incremental Lender. The terms and provisions of the Incremental Advances shall be consistent with those of the Advances except as otherwise set forth herein or in the Incremental Agreementprovide such Revolving Credit Commitment, and to the extent not consistent with those of the Advances, shall be reasonably satisfactory to the Administrative Agent. Without the prior written consent of the Majority Lenders, (i) the final maturity date of any Other Advances shall be no earlier than the Maturity Date, (ii) the average life to maturity of the Other Advances shall be no shorter than the average life to maturity of the Advances and (iii) if the initial yield on such Other Advances (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Eurodollar Rate on such Other Advances and (y) if such Other Advances are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Advances, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Advances and (B) four) exceeds the sum of the Applicable Margin then in effect for Eurodollar Advances plus any fees payable under Section 2.5 and effected in the form of OID by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for Advances shall automatically be increased by the Yield Differential, effective upon the making of the Other Advances. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitment and the Other Advances evidenced thereby, and the Administrative Agent and the Borrower may revise Issuing Banks. An 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 and the Borrower, to evidence effect the provisions of this Section 2.18. The effectiveness of (and any borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Effective Date”) of each of the conditions set forth in Section 3.02 (it being understood that all references to “the date of such amendmentsBorrowing” or similar language in such Section 3.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. Upon the effectiveness of any increase in the Revolving Credit Commitments pursuant to this Section 2.18, (A) the Pro Rata Share of each Revolving Credit Lender shall be automatically adjusted to give effect to such increase, provided that the amount of each Revolving Credit Lender’s Revolving Credit Commitments (other than a Revolving Credit Lender whose Revolving Credit Commitments shall have been increased in connection with such increase) shall remain unchanged and (B) the Borrower, the Administrative Agent and the Lenders will use all commercially reasonable efforts to assign and assume outstanding Revolving Credit Advances of the affected category to conform the respective amounts thereof held by each Revolving Credit Lender to the Pro Rata Shares as so adjusted, it being understood that the parties hereto shall use commercially reasonable efforts to avoid prepayment or assignment of any affected Revolving Credit Advance that is a Eurodollar Rate Advance on a day other than the last day of the Interest Period applicable thereto. The Borrower will use the proceeds of the Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement.
(c) Notwithstanding the foregoingThis Section 2.18 shall supersede any provisions in Section 2.06, no Incremental Commitment shall become effective under this Section 2.14 unless (i) such indebtedness is provided the same guarantees, and is secured by the Collateral on a pari passu basis with the liens securing the Obligations, (ii) on the date of such effectiveness, the Administrative Agent shall have received a certificate executed by a Financial Officer of the Borrower certifying that on the date of, and after giving effect to, the incurrence of such Incremental Commitments (and any acquisitions, investments 2.13 or dispositions made after the beginning of the determination period but prior to or simultaneous with the incurrence of such Incremental Commitments), the Senior Secured Leverage Ratio of the Borrower does not exceed 4.00 to 1.00, (iii) on the date of such effectiveness, the Administrative Agent shall have received a certificate of an authorized officer of the Borrower certifying that on the date of, and after giving effect to, the incurrence of such Incremental Commitments (A) no Default has occurred and is continuing (except that, in the case of Incremental Commitments incurred in connection with an Acquisition permitted by Section 6.4, this condition shall be limited to Default arising under Section 7.1(a) or Section 7.1(g)) and (B) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects unless such representation and warranty is already qualified as to materiality or Material Adverse Change in which case such representation and warranty shall be true and correct in all respects (except that, in the case of Incremental Commitments incurred in connection with an Acquisition permitted by Section 6.4, this condition shall be limited 9.01 to the Specified Representations and the Acquisition Agreement Representations (conformed as applicable for such Acquisition)), (iv) all fees and expenses owing in respect of such Incremental Commitments shall have been paid and (v) except as otherwise specified in the applicable Incremental Agreement, the Administrative Agent shall have received (with sufficient copies for each of the Incremental Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Effective Date under Section 3.1contrary.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may, with the Borrower’s consent (not to be unreasonably withheld or delayed), take any and all action as may be reasonably necessary to ensure that all Incremental Advances (other than Other Advances), when originally made, are included in each Borrowing of outstanding Advances on a pro rata basis. This may be accomplished by converting each outstanding Eurodollar Borrowing into a Base Rate Borrowing on the date of each Incremental Advance, or by allocating a portion of each Incremental Advance to each outstanding Eurodollar Borrowing on a pro rata basis. Any conversion of Eurodollar Advances to Base Rate Advances under the preceding sentence shall be subject to Section 2.8. If any Incremental Advance is to be allocated to an existing Interest Period for a Eurodollar Borrowing, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Agreement. In addition, to the extent any Incremental Advances are not Other Advances, the scheduled amortization payments under Section 2.4 required to be made after the making of such Incremental Advances shall be ratably increased by the aggregate principal amount of such Incremental Advances.
Appears in 1 contract
Incremental Advances. (a) The Borrower maymay at any time or from time to time after the Effective Date, by written notice to the Administrative Agent from time (whereupon the Administrative Agent shall promptly deliver a copy to timeeach of the Lenders), request Incremental Commitments in an aggregate amount not to exceed $100,000,000 from one or more Incremental Lenders, all of which must be Eligible Assignees. Such notice shall set forth (i) that additional Revolving Credit Commitments (the amount of the “Incremental Commitments being requested (which shall Revolving Credit Commitments”) be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal made available to the remaining amount available for Incremental Commitments), Borrower and/or (ii) the date on which establishment of one or more term loan commitments (the “Incremental Term Commitments” and, together with the Incremental Revolving Credit Commitments, the “Incremental Commitments”) providing for term loan facilities consisting of one or more tranches (any such tranche of term loan facilities, an “Incremental Commitments are requested to become effective (which shall not be less than 10 days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Commitments are commitments to make additional Advances or commitments to make term loans with terms different from the Advances (“Other AdvancesTerm Facility”).
(b) The Borrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Incremental Lenders in connection therewith. The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of each Incremental Lender. The terms and provisions of the Incremental Advances shall be consistent with those of the Advances except as otherwise set forth herein or in the Incremental Agreement, and to the extent not consistent with those of the Advances, shall be reasonably satisfactory to the Administrative Agent. Without the prior written consent of the Majority Lenders, (i) the final maturity date of any Other Advances shall be no earlier than the Maturity Date, (ii) the average life to maturity of the Other Advances shall be no shorter than the average life to maturity of the Advances and (iii) if the initial yield on such Other Advances (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Eurodollar Rate on such Other Advances and (y) if such Other Advances are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Advances, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Advances and (B) four) exceeds the sum of the Applicable Margin then in effect for Eurodollar Advances plus any fees payable under Section 2.5 and effected in the form of OID by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for Advances shall automatically be increased by the Yield Differential, effective upon the making of the Other Advances. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Agreement. Each of the parties hereto hereby agrees ; provided that, upon the effectiveness of any Incremental Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitment and the Other Advances evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments.
(c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.14 unless (i) such indebtedness is provided the same guarantees, and is secured by the Collateral on a pari passu basis with the liens securing the Obligations, (ii) on the date of such effectiveness, the Administrative Agent shall have received a certificate executed by a Financial Officer of the Borrower certifying that on the date ofimmediately prior to, and after giving effect to, the incurrence of such Incremental Commitments (and any acquisitions, investments or dispositions made after the beginning of the determination period but prior to or simultaneous with the incurrence of such Incremental Commitments), the Senior Secured Leverage Ratio Borrower shall be in compliance with the covenant set forth in Section 5.04 as of the Borrower does last day of the most recently ended fiscal quarter, on a Pro Forma Basis after giving effect to any such Incremental Commitments (and, without duplication, assuming that any Incremental Commitments have been fully utilized). Each Incremental Revolving Credit Commitment or Incremental Term Commitment, as applicable, shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Commitments shall not exceed 4.00 $200,000,000. The Incremental Revolving Credit Commitments shall form part of a single Class of Commitments, and shall be subject to 1.00identical terms and conditions as those applicable to, the Revolving Credit Commitments for all purposes of this Agreement and each other Loan Document.
(iiib) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Commitments, as applicable. Incremental Commitments may be made or provided by any existing Lender (and each existing Revolving Credit Lender will have the right, but not an obligation, to provide all or a portion of the Incremental Revolving Credit Commitments, in each case on terms permitted in this Section 2.18) or any other Eligible Assignee. Incremental Commitments shall become Commitments under this Agreement and all Incremental Commitments shall be effected pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by each Loan Party, each Lender and such other Eligible Assignee agreeing to provide such Incremental Commitments, the Administrative Agent and, to the extent constituting Incremental Revolving Commitments, the Issuing Banks. An 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 and the Borrower, to effect the provisions of this Section 2.18, which may include the addition of Incremental Term Commitments and the inclusion of any Incremental Term Facility in calculations of amounts outstanding under this Agreement and in the provisions relating to prepayments set forth in Section 2.06 and to amendments and waivers set forth in Section 9.01. The effectiveness of (and any borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Effective Date”) of each of the conditions set forth in Section 3.02 (it being understood that all references to “the date of such effectivenessBorrowing” or similar language in such Section 3.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. Upon the effectiveness of any increase in the Revolving Credit Commitments pursuant to this Section 2.18, (A) the Pro Rata Share of each Revolving Credit Lender shall be automatically adjusted to give effect to such increase, provided that the amount of each Revolving Credit Lender’s Revolving Credit Commitments (other than a 55 Revolving Credit Lender whose Revolving Credit Commitments shall have been increased in connection with such increase) shall remain unchanged and (B) the Borrower, the Administrative Agent shall have received a certificate of an authorized officer and the Lenders will use all commercially reasonable efforts to assign and assume outstanding Revolving Credit Advances of the Borrower certifying affected category to conform the respective amounts thereof held by each Revolving Credit Lender to the Pro Rata Shares as so adjusted, it being understood that the parties hereto shall use commercially reasonable efforts to avoid prepayment or assignment of any affected Revolving Credit Advance that is a Eurodollar Rate Advance on a day other than the date oflast day of the Interest Period applicable thereto.
(c) On any Incremental Facility Effective Date on which Incremental Term Commitments are effective, subject to the satisfaction of the foregoing terms and after giving effect toconditions and any conditions set forth in the Incremental Amendment, the incurrence each Lender of such Incremental Commitments Term Commitment shall make a term loan advance (Aan “Incremental Term Advance”) no Default has occurred and is continuing (except that, in the case of Incremental Commitments incurred in connection with an Acquisition permitted by Section 6.4, this condition shall be limited to Default arising under Section 7.1(a) or Section 7.1(g)) and (B) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects unless such representation and warranty is already qualified as an amount equal to materiality or Material Adverse Change in which case such representation and warranty shall be true and correct in all respects (except that, in the case of its Incremental Commitments incurred in connection with an Acquisition permitted by Section 6.4, this condition shall be limited to the Specified Representations and the Acquisition Agreement Representations (conformed as applicable for such Acquisition)), (iv) all fees and expenses owing in respect of such Incremental Commitments shall have been paid and (v) except as otherwise specified in the applicable Incremental Agreement, the Administrative Agent shall have received (with sufficient copies for each of the Incremental Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Effective Date under Section 3.1Term Commitment.
(d) Each The Borrower will use the proceeds of the parties hereto hereby agrees that the Administrative Agent mayIncremental Commitments for any purpose not prohibited by this Agreement.
(e) This Section 2.18 shall supersede any provisions in Section 2.06, with the Borrower’s consent (not to be unreasonably withheld 2.13 or delayed), take any and all action as may be reasonably necessary to ensure that all Incremental Advances (other than Other Advances), when originally made, are included in each Borrowing of outstanding Advances on a pro rata basis. This may be accomplished by converting each outstanding Eurodollar Borrowing into a Base Rate Borrowing on the date of each Incremental Advance, or by allocating a portion of each Incremental Advance to each outstanding Eurodollar Borrowing on a pro rata basis. Any conversion of Eurodollar Advances to Base Rate Advances under the preceding sentence shall be subject to Section 2.8. If any Incremental Advance is to be allocated to an existing Interest Period for a Eurodollar Borrowing, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Agreement. In addition, 9.01 to the extent any Incremental Advances are not Other Advances, the scheduled amortization payments under Section 2.4 required to be made after the making of such Incremental Advances shall be ratably increased by the aggregate principal amount of such Incremental Advancescontrary.
Appears in 1 contract
Incremental Advances. (a) The Borrower mayNo later than each Outside Incremental Funding Date, by written notice the Incremental Purchasers shall make the respective Incremental Advance subject to the Administrative Agent from time fulfillment on or prior to time, request the applicable Incremental Commitments in an aggregate amount not to exceed $100,000,000 from one or more Incremental Lenders, all Funding Date of which must be Eligible Assignees. Such notice shall set forth (i) the amount each of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal following conditions, as applicable to the remaining amount available for Incremental Commitments), (ii) the date on which each such Incremental Commitments are requested to become effective (which shall not be less than 10 days nor more than 60 days after the date of such notice)Advance, in each case, in a form and (iii) whether such Incremental Commitments are commitments to make additional Advances or commitments to make term loans with terms different from the Advances (“Other Advances”).
(b) The Borrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Incremental Lenders in connection therewith. The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of each Incremental Lender. The terms and provisions of the Incremental Advances shall be consistent with those of the Advances except as otherwise set forth herein or in the Incremental Agreement, and to the extent not consistent with those of the Advances, shall be substance reasonably satisfactory to the Administrative Agent. Without the prior written consent of the Majority Lenders, Gotham Purchasers:
(ia) the final maturity date of any Other Advances shall be no earlier than the Maturity Date, (ii) the average life to maturity of the Other Advances shall be no shorter than the average life to maturity of the Advances and (iii) if the initial yield on such Other Advances (as determined by the Administrative Agent to be equal Prior to the sum of (x) the margin above the Eurodollar Rate on such Other Advances and (y) if such Other Advances are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Advances, being referred to herein as “OID”)second Incremental Advance, the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Advances and (B) four) exceeds the sum of the Applicable Margin then in effect for Eurodollar Advances plus any fees payable under Section 2.5 and effected in the form of OID by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for Advances shall automatically be increased by the Yield Differential, effective upon the making of the Other Advances. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitment and the Other Advances evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments.
(c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.14 unless (i) such indebtedness is provided the same guarantees, and is secured by the Collateral on a pari passu basis with the liens securing the Obligations, (ii) on the date of such effectiveness, the Administrative Agent shall have received a certificate executed by a Financial Officer of the Borrower certifying that on the date of, and after giving effect to, the incurrence of such Incremental Commitments (and any acquisitions, investments or dispositions made after the beginning of the determination period but prior to or simultaneous with the incurrence of such Incremental Commitments), the Senior Secured Leverage Ratio of the Borrower does not exceed 4.00 to 1.00, (iii) on the date of such effectiveness, the Administrative Agent shall have received a certificate of an authorized officer of the Borrower certifying that on the date of, and after giving effect to, the incurrence of such Incremental Commitments (A) no Default has occurred and is continuing (except that, in the case of Incremental Commitments incurred in connection with an Acquisition permitted by Section 6.4, this condition shall be limited to Default arising under Section 7.1(a) or Section 7.1(g)) and (B) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects unless such representation and warranty is already qualified as to materiality or Material Adverse Change in which case such representation and warranty shall be true and correct in all respects (except that, in the case of Incremental Commitments incurred in connection with an Acquisition permitted by Section 6.4, this condition shall be limited to the Specified Representations and the Acquisition Agreement Representations (conformed as applicable for such Acquisition)), (iv) all fees and expenses owing in respect of such Incremental Commitments Turnaround Plan shall have been paid and (v) except as otherwise specified in approved by the applicable Incremental Agreement, the Administrative Agent shall have received (with sufficient copies for each board of directors of the Incremental Lenders) legal opinionsCompany and the Gotham Purchasers, board resolutions acting reasonably, and other closing certificates reasonably requested by not been withdrawn or amended without the Administrative Agent and consistent with those delivered on the Effective Date under Section 3.1.
(d) Each of the parties hereto hereby agrees that the Administrative Agent mayGotham Purchasers’ prior written consent, with the Borrower’s consent (not to be unreasonably withheld or delayed), take and prior to any other Incremental Advance, the Company shall have provided evidence satisfactory to the Gotham Purchasers, acting reasonably, that the Turnaround Plan has been and all action as may be reasonably necessary to ensure is being implemented and that all the Credit Parties have not expended proceeds of any Incremental Advances (Advance other than Other Advancesin accordance with the Interim Budget or Turnaround Plan, as applicable (for the avoidance of doubt, finalization and approval of the Turnaround Plan are not conditions to the Purchasers making the first Incremental Advance);
(b) The Borrowers and the Company, when originally maderespectively, are included shall have delivered the relevant Incremental Notes and Incremental Warrants to the Incremental Purchasers who participate in the relevant Incremental Advance on the relevant Incremental Funding Date;
(c) The Company shall have delivered the relevant Incremental Replacement Warrants to the Existing Purchasers on each Borrowing of outstanding Advances Incremental Funding Date on a pro rata basis. This may basis with respect to the Funded Amount of the Existing Notes Principal evidenced by the Amended and Restated Notes then held by such Existing Purchasers; provided, however, that the Company shall not be accomplished by converting each required to issue any Incremental Replacement Warrants if, prior to the relevant Incremental Funding Date, the parties agreed that the Retail Cash Flow Milestone was achieved in accordance with the Incremental Replacement Warrants outstanding Eurodollar Borrowing into a Base Rate Borrowing on immediately prior to such date;
(d) The Gotham Purchasers, the date of each Incremental Advance, or by allocating a portion of Company and Borrowers shall have updated Schedule 1.1(d) to reflect (i) all amendments to the Amended and Restated Notes and Existing Warrants resulting from each Incremental Advance to each outstanding Eurodollar Borrowing on a pro rata basis. Any conversion and (ii) the issuance of Eurodollar Advances to Base Rate Advances under Incremental Notes, Incremental Warrants and Incremental Replacement Warrants;
(e) The representations and warranties of the preceding sentence Credit Parties contained in ARTICLE V hereof and in the other Operative Documents shall be subject to Section 2.8. If any Incremental Advance is to be allocated to an existing Interest Period for a Eurodollar Borrowing, then the interest rate thereon for such Interest Period true and the other economic consequences thereof shall be correct as set forth in of the applicable Incremental Funding Date as if made on the applicable Incremental Funding Date (except to the extent expressly made as of a prior date (other than the Closing Date, which shall be read to be the applicable Incremental Funding Date), in which case such representations and warranties shall be true and correct as of such earlier date), with exceptions to the foregoing being disclosed to the Purchasers in the form of updated Schedules to this Agreement. In addition; provided that any such exception does not represent a change occurring since the Closing Date, or an event or circumstance which the Credit Parties failed to disclose in the Schedules hereto on the Closing Date, that has resulted or could reasonably be expected to result in a Material Adverse Effect;
(f) Each Credit Party shall have performed and complied with all of the terms, covenants, agreements and conditions to be performed or complied with by it on or prior to the applicable Incremental Funding Date (other than any failure to perform or comply with such terms, covenants, agreements and conditions which the Purchasers have waived in writing), and, to the extent that any schedules hereto are incomplete or inaccurate as of the applicable Incremental Advances are not Other AdvancesFunding Date, the scheduled amortization payments Credit Parties shall deliver updated schedules;
(g) No Default or Event of Default shall have occurred and be continuing (in the case of a Default under Section 2.4 required to be made after 7.19(a), assuming that the applicable Incremental Advance has been made), or would result from, the making of such the applicable Incremental Advances Advance or from the application of proceeds therefrom;
(h) To the extent that the Perfection Certificate last delivered to Purchasers by the Credit Parties is incomplete or inaccurate as of the applicable Incremental Funding Date, the Credit Parties shall execute and deliver to the Purchasers an updated Perfection Certificate on or before the applicable Incremental Funding Date;
(i) The Company and the other Borrowers shall have executed and delivered to the Purchasers a certificate executed by a Responsible Officer of the Company and the other Borrowers, dated as of the applicable Incremental Funding Date, as to the satisfaction of the applicable conditions set forth in this Section 4.5; and
(j) Each Incremental Advance shall be ratably increased by funded into the aggregate principal amount of such Incremental AdvancesRestricted Account.
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Sources: Securities Purchase Agreement (MedMen Enterprises, Inc.)
Incremental Advances. (a) The Borrower maymay at any time or from time to time after the Effective Date, by written notice to the Administrative Agent from time to time, request Incremental Commitments in an aggregate amount not to exceed $100,000,000 from one or more Incremental Lenders, all of which must be Eligible Assignees. Such notice shall set forth (i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining amount available for Incremental Commitments), (ii) the date on which such Incremental Commitments are requested to become effective (which shall not be less than 10 days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Commitments are commitments to make additional Advances or commitments to make term loans with terms different from the Advances (“Other Advances”).
(b) The Borrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Incremental Lenders in connection therewith. The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Agreement and such other documentation as whereupon the Administrative Agent shall reasonably specify promptly deliver a copy to evidence each of the Lenders), request that one or more additional tranches of Term Advances (the “Incremental Term Advances”) or additional Revolving Credit Commitments (the “Incremental Revolving Credit Commitments”; together with the Incremental Commitment of each Term Advances, the “Incremental Lender. The terms and provisions of Facilities”) be made available to the Incremental Advances shall be consistent with those of the Advances except as otherwise set forth herein or in the Incremental AgreementBorrower, provided that, immediately prior to, and after giving effect to the extent not consistent with those incurrence of the Advances, shall be reasonably satisfactory to the Administrative Agent. Without the prior written consent of the Majority Lenderssuch Incremental Facilities, (i) the final maturity date of any Other Advances shall be no earlier than the Maturity Date, (ii) the average life to maturity of the Other Advances shall be no shorter than the average life to maturity of the Advances and (iii) if the initial yield on such Other Advances (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Eurodollar Rate on such Other Advances and (y) if such Other Advances are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Advances, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Advances and (B) four) exceeds the sum of the Applicable Margin then in effect for Eurodollar Advances plus any fees payable under Section 2.5 and effected in the form of OID by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for Advances shall automatically be increased by the Yield Differential, effective upon the making of the Other Advances. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitment and the Other Advances evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments.
(c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.14 unless (i) such indebtedness is provided the same guarantees, and is secured by the Collateral on a pari passu basis with the liens securing the Obligations, (ii) on the date of such effectiveness, the Administrative Agent shall have received a certificate executed by a Financial Officer of the Borrower certifying that on the date of, and after giving effect to, the incurrence of such Incremental Commitments (and any acquisitions, investments or dispositions made after the beginning of the determination period but prior to or simultaneous with the incurrence of such Incremental Commitments), the Senior Secured Leverage Ratio of the Borrower does not exceed 4.00 to 1.00, (iii) on the date of such effectiveness, the Administrative Agent shall have received a certificate of an authorized officer of the Borrower certifying that on the date of, and after giving effect to, the incurrence of such Incremental Commitments (A) no Default has occurred and is continuing (except that, in the case of Incremental Commitments incurred in connection with an Acquisition permitted by Section 6.4, this condition shall be limited to Default arising under Section 7.1(a) or Section 7.1(g)) and (B) all representations and warranties made by contained in Article IV and the Borrower in this Agreement other Loan Documents are true and correct in all material respects unless such (it being understood and agreed that any representation and or warranty which by its terms is already qualified made as of a specified date shall be required to materiality or Material Adverse Change in which case such representation and warranty shall be true and correct in all material respects only as of such specified date), (ii) no Default shall have occurred and be continuing or would result therefrom and (iii) the Parent shall be in compliance with the covenants set forth in Section 5.04 as of the last day of the most recently ended fiscal quarter, on a pro forma basis after giving effect to any such Incremental Facilities (and, without duplication, assuming that any Incremental Revolving Credit Commitments have been fully utilized). Each tranche of Incremental Term Advances and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facilities shall not exceed $200,000,000. The Incremental Facilities (w) shall rank pari passu in right of payment and of security with the Term Facility in the case of Incremental Term Advances or the Revolving Credit Facility in the case of Incremental Revolving Credit Commitments, (x) shall not mature earlier than the latest Termination Date with respect to the Term A Advances in the case of Incremental Term Advances or the Revolving Credit Facility in the case of Incremental Revolving Credit Commitments, (y) except thatas otherwise provided in this sentence and except for terms reasonably satisfactory to the Administrative Agent, shall have the same terms as the Term Facility in the case of Incremental Term Advances or the Revolving Credit Facility in the case of Incremental Revolving Credit Commitments, and (z) subject to the provisions of this Section 2.18(a), shall have interest rates and amortization schedules as determined by the Borrower and the lenders thereof; provided that (A) as of the date of the incurrence of the Incremental Term Advance, the weighted average life to maturity of the Incremental Term Advance shall not be shorter than that of the existing Term Advances and (B) in the event that the All-In Yield applicable to such Incremental Term Advances or Incremental Revolving Credit Commitments exceeds the All-In Yield of the Term Advances or the Revolving Credit Facility, as applicable, existing at such time by more than 50 basis points, then the interest rate margins for the Term Advances or the Revolving Credit Facility, as the case may be, existing at such time, shall be increased to the extent necessary so that the All-In Yield of such Advances is equal to the All-In Yield of the applicable Incremental Term Advances or Incremental Revolving Credit Commitment, as applicable, minus 50 basis points. Any Incremental Facility may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment.
(b) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Advances or Incremental Revolving Credit Commitments, as applicable. Incremental Term Advances and Incremental Revolving Credit Commitments may be made or provided by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make all or a portion of any Incremental Term Advance and each existing Revolving Credit Lender will have the right, but not an obligation, to provide all or a portion of Incremental Revolving Credit Commitments, in each case on terms permitted in this Section 2.18) or any other Eligible Assignee. Commitments in respect of Incremental Term Advances and Incremental Revolving Credit Commitments shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by each Loan Party, each Lender and such other Eligible Assignee agreeing to provide such Commitment, the Administrative Agent and in the case of an Incremental Revolving Credit Commitment, the Issuing Bank and the Swing Line Bank. 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 and the Borrower, to effect the provisions of this Section 2.18. The effectiveness of (and, in the case of any Incremental Commitments incurred in connection with Amendment for an Acquisition permitted by Section 6.4, this condition shall be limited to the Specified Representations and the Acquisition Agreement Representations (conformed as applicable for such Acquisition)), (iv) all fees and expenses owing in respect of such Incremental Commitments shall have been paid and (v) except as otherwise specified in the applicable Term Advance or an Incremental AgreementRevolving Credit Commitment, the Administrative Agent shall have received (with sufficient copies for each of the borrowing under) any Incremental Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Effective Date under Section 3.1.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may, with the Borrower’s consent (not to be unreasonably withheld or delayed), take any and all action as may be reasonably necessary to ensure that all Incremental Advances (other than Other Advances), when originally made, are included in each Borrowing of outstanding Advances on a pro rata basis. This may be accomplished by converting each outstanding Eurodollar Borrowing into a Base Rate Borrowing on the date of each Incremental Advance, or by allocating a portion of each Incremental Advance to each outstanding Eurodollar Borrowing on a pro rata basis. Any conversion of Eurodollar Advances to Base Rate Advances under the preceding sentence Amendment shall be subject to Section 2.8. If any the satisfaction on the date thereof (each, an “Incremental Advance is to be allocated to an existing Interest Period for a Eurodollar Borrowing, then Facility Effective Date”) of each of the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as conditions set forth in Section 3.02 (it being understood that all references to “the applicable Incremental Agreement. In addition, date of such Borrowing” or similar language in such Section 3.02 shall be deemed to refer to the extent any Incremental Advances are not Other Advances, the scheduled amortization payments under Section 2.4 required to be made after the making effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Advances and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement.
(c) This Section 2.18 shall be ratably increased by supersede any provisions in Section 2.06, 2.13 or 9.01 to the aggregate principal amount of such Incremental Advancescontrary.
Appears in 1 contract
Incremental Advances. 34- NY\6260051.12
(a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Commitments in an aggregate amount not to exceed $100,000,000 from one or more Incremental Lenders, all of which must be Eligible Assignees. Such notice shall set forth (i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining amount available for Incremental Commitments), (ii) the date on which such Incremental Commitments are requested to become effective (which shall not be less than 10 days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Commitments are commitments to make additional Advances or commitments to make term loans with terms different from the Advances (“Other Advances”).
(b) The Borrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Incremental Lenders in connection therewith. The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of each Incremental Lender. The terms and provisions of the Incremental Advances shall be consistent with those of the Advances except as otherwise set forth herein or in the Incremental Agreement, and to the extent not consistent with those of the Advances, shall be reasonably satisfactory to the Administrative Agent. Without the prior written consent of the Majority Lenders, (i) the final maturity date of any Other Advances shall be no earlier than the Maturity Date, (ii) the average life to maturity of the Other Advances shall be no shorter than the average life to maturity of the Advances and (iii) if the initial yield on such Other Advances (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Eurodollar Rate on such Other Advances and (y) if such Other Advances are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Advances, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Advances and (B) four) exceeds the sum of the Applicable Margin then in effect for Eurodollar Advances plus any fees payable under Section 2.5 and effected in the form of OID by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for Advances shall automatically be increased by the Yield Differential, effective upon the making of the Other Advances. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitment and the Other Advances evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments.
(c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.14 unless (i) such indebtedness is provided the same guarantees, and is secured by the Collateral on a pari passu basis with the liens securing the Obligations, (ii) on the date of such effectiveness, the Administrative Agent shall have received a certificate executed by a Financial Officer of the Borrower certifying that on the date of, and after giving effect to, the incurrence of such Incremental Commitments (and any acquisitions, investments or dispositions made after the beginning of the determination period but prior to or simultaneous with the incurrence of such Incremental Commitments), the Senior Secured Leverage Ratio of the Borrower does not exceed 4.00 to 1.00, (iii) on the date of such effectiveness, the Administrative Agent shall have received a certificate of an authorized officer of the Borrower certifying that on the date of, and after giving effect to, the incurrence of such Incremental Commitments (A) no Default has occurred and is continuing (except that, in the case of Incremental Commitments incurred in connection with an Acquisition permitted by Section 6.4, this condition shall be limited to Default arising under Section 7.1(a) -35- NY\6260051.12 or Section 7.1(g)) and (B) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects unless such representation and warranty is already qualified as to materiality or Material Adverse Change in which case such representation and warranty shall be true and correct in all respects (except that, in the case of Incremental Commitments incurred in connection with an Acquisition permitted by Section 6.4, this condition shall be limited to the Specified Representations and the Acquisition Agreement Representations (conformed as applicable for such Acquisition)), (iv) all fees and expenses owing in respect of such Incremental Commitments shall have been paid and (v) except as otherwise specified in the applicable Incremental Agreement, the Administrative Agent shall have received (with sufficient copies for each of the Incremental Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Effective Date under Section 3.1.
(d) Each of the parties hereto hereby agrees that the Administrative Agent may, with the Borrower’s consent (not to be unreasonably withheld or delayed), take any and all action as may be reasonably necessary to ensure that all Incremental Advances (other than Other Advances), when originally made, are included in each Borrowing of outstanding Advances on a pro rata basis. This may be accomplished by converting each outstanding Eurodollar Borrowing into a Base Rate Borrowing on the date of each Incremental Advance, or by allocating a portion of each Incremental Advance to each outstanding Eurodollar Borrowing on a pro rata basis. Any conversion of Eurodollar Advances to Base Rate Advances under the preceding sentence shall be subject to Section 2.8. If any Incremental Advance is to be allocated to an existing Interest Period for a Eurodollar Borrowing, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Agreement. In addition, to the extent any Incremental Advances are not Other Advances, the scheduled amortization payments under Section 2.4 required to be made after the making of such Incremental Advances shall be ratably increased by the aggregate principal amount of such Incremental Advances.
Appears in 1 contract