Incremental B Term Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the Company shall, in consultation with the Administrative Agent, have the right to request on one (and, in the circumstances contemplated by clause (iv) below, a second) occasion on and after the Fifth Amendment Effective Date that one or more Banks (and/or one or more other Persons which would become Banks as provided below) provide Incremental B Term Loan Commitments and, subject to the terms and conditions contained in this Agreement, make Incremental B Term Loans pursuant thereto, it being understood and agreed, however, that (i) no Bank shall be obligated to provide an Incremental B Term Loan Commitment as a result of any such request by the Company, and until such time, if any, as such Bank has agreed in its sole discretion to provide an Incremental B Term Loan Commitment and executed and delivered to the Administrative Agent an Incremental Term Loan Commitment Agreement as provided in clause (b) of this Section 1.15, such Bank shall not be obligated to fund any Incremental B Term Loans, (ii) any Bank (or, in the circumstances contemplated by clause (iv) below, any other Person which is an Eligible Transferee) may so provide an Incremental B Term Loan Commitment without the consent of any other Bank, (iii) the provision of Incremental B Term Loan Commitments pursuant to this Section 1.15 shall be in a minimum aggregate amount (for all Banks (including, in the circumstances contemplated by clause (iv) below, Eligible Transferees who would become Banks)) of at least $5,000,000, and a maximum aggregate principal amount not to exceed $13,000,000, (iv) if, within 10 Business Days after the Company has requested the then existing Banks (other than Defaulting Banks) to provide Incremental B Term Loan Commitments pursuant to this Section 1.15 the Company has not received Incremental B Term Loan Commitments in an aggregate amount equal to that amount of Incremental B Term Loan Commitments which the Company desires to obtain pursuant to such request (as set forth in the notice provided by the Company as provided below), then the Borrower may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), request Incremental B Term Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in an aggregate amount equal to such deficiency (and with the fees to be paid to such Eligible Transferee to be no greater than those to be paid to the then existing Banks providing Incremental B Term Loan Commitments), (v) prior to the Incremental B Term Loan Borrowing Date, the Company shall have certified to the Administrative Agent that the aggregate principal amount of the Incremental B Term Loan being incurred is permitted to be incurred under, and in accordance with, the Senior Subordinated Note Indenture (including, without limitation, by providing to the Administrative Agent an officer's certificate of the Company's chief financial officer or another financial officer satisfactory to the Administrative Agent demonstrating (in reasonable detail) that the incurrence of the Incremental B Term Loans on the Incremental B Term Loan Borrowing Date may be incurred in accordance with, and will not violate the provisions of, the Senior Subordinated Note Indenture), (vi) all of the proceeds of any Incremental B Term Loans shall be used to finance the Soundcoat Acquisition and to pay the fees and expenses incurred in connection therewith, and (vii) all actions taken by the Company pursuant to this Section 1.15 shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Incremental B Term Loan Commitments pursuant to this Section 1.15, (i) the Company, the Administrative Agent and each such Bank or other Eligible Transferee which agrees to provide an Incremental B Term Loan Commitment (each such Bank or other Eligible Transferee, an "Incremental Term Loan Bank") shall execute and deliver to the Administrative Agent an Incremental B Term Loan Commitment Agreement substantially in the form of Exhibit K (appropriately completed), with the effectiveness of such Incremental B Term Loan Bank's Incremental B Term Loan Commitment to occur upon delivery of such Incremental B Term Loan Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions in this Section 1.05 and (ii) the Company shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Restatement Effective Date pursuant to Section 5.04 as may be reasonably requested by the Administrative Agent, and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Bank as to the effectiveness of each Incremental B Term Loan Commitment Agreement, and (i) at such time Schedule I shall be deemed modified to reflect the Incremental B Term Loan Commitments of such Incremental B Term Loan Banks and (ii) to the extent requested by such Incremental B Term Loan Banks, B Term Notes will be issued, at the Company's expense, to such Incremental B Term Loan Banks, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the new Incremental B Term Loans made by such Incremental B Term Loan Banks. (c) In connection with each incurrence of Incremental B Term Loans pursuant to Section 1.01(d), the Banks and the Company hereby agree that, notwithstanding anything to the contrary contained in this Agreement, the Company and the Administrative Agent may take all such actions as may be necessary to ensure that all Banks continue to participate in each Borrowing of outstanding B Term Loans (after giving effect to the incurrence of Incremental B Term Loans pursuant to Section (d)) on a PRO RATA basis, including by adding the Incremental B Term Loans to be so incurred to the then outstanding Borrowings of B Term Loans on a PRO RATA basis even though as a result thereof such new Incremental B Term Loan (to the extent required to be maintained as Eurodollar Loans) may effectively have a shorter Interest Period than the then outstanding Borrowings of B Term Loans and it is hereby agreed that (x) to the extent any then outstanding Borrowings of B Term Loans that are maintained as Eurodollar Loans are affected as a result thereof, any costs of the type described in Section 1.11 incurred by such Banks in connection therewith shall be for the account of the Company or (y) to the extent the Incremental B Term Loans to be so incurred are added to the then outstanding Borrowings of B Term Loans, which are maintained as Eurodollar Loans, the Banks that have made such Incremental B Term Loans shall be entitled to receive an effective interest rate on such Incremental B Term Loans as is equal to the Eurodollar Rate as in effect two Business Days prior to the incurrence of such Incremental B Term Loans plus the then Applicable Margin for B Term Loans until the end of the respective Interest Period or Interest Periods with respect thereto." 6. Section 3.03(b) of the Credit Agreement is hereby amended by (w) inserting the text "(i)" immediately following the text "(b)" appearing therein, (x) inserting the following new clause (ii) at the end thereof:
Appears in 1 contract
Sources: Credit Agreement (Aearo Corp)
Incremental B Term Loan Commitments. (a) So long as no Default ----------------------------------- or Event of Default then exists or would result therefrom, the Company shallBorrower, in consultation with the prior consent of the Administrative AgentAgent (which consent shall not be unreasonably withheld or delayed), shall have the right to request on one (and, in the circumstances contemplated by clause (iv) below, a second) occasion on and after or before the Fifth Amendment Effective Incremental Commitment Expiry Date that one or more Banks Lenders (and/or one or more other Persons which would will become Banks Lenders as provided below) provide Incremental B Term Loan Commitments and, subject to the terms and conditions contained in this Agreement, make Incremental B Term Loans pursuant thereto, ; it being understood and agreed, however, that (i) no Bank Lender shall be obligated to provide an Incremental B Term Loan Commitment as a result of any such request by the CompanyBorrower, and until such time, if any, as such Bank Lender has agreed in its sole discretion to provide an Incremental B Term Loan Commitment and executed and delivered to the Administrative Agent an Incremental B Term Loan Commitment Agreement as provided in clause (b) of this Section 1.151.14, such Bank Lender shall not be obligated to fund any Incremental B Term Loans, (ii) any Bank Lender (or, in the circumstances contemplated by clause (ivv) below, any other Person which is will qualify as an Eligible Transferee) may so provide an Incremental B Term Loan Commitment without the consent of any other BankLender, (iii) the provision of Incremental B Term Loan Commitments provided pursuant to this Section 1.15 1.14 shall be in a minimum aggregate amount (for all Banks Lenders (including, including in the circumstances contemplated by clause (ivv) below, Eligible Transferees who would will become BanksLenders)) of at least $5,000,000, 25,000,000 and a maximum aggregate principal amount not to exceed in integral multiples of $13,000,0001,000,000 in excess thereof, (iv) the aggregate amount of all Incremental B Term Loan Commitments permitted to be provided pursuant to this Section 1.14, when combined with the aggregate amount of all Incremental Revolving Loan Commitments permitted to be provided pursuant to Section 1.15, shall not exceed $100,000,000, (v) if, within 10 Business Days after the Company Borrower has requested the then existing Banks Lenders (other than Defaulting BanksLenders) to provide Incremental B Term Loan Commitments pursuant to this Section 1.15 1.14, the Company Borrower has not received Incremental B Term Loan Commitments in an aggregate amount equal to that amount of Incremental B Term Loan Commitments which the Company Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Company Borrower as provided below), then the Borrower may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), may request Incremental B Term Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in an aggregate amount equal to such deficiency (and with the fees to be paid to deficiency, provided that any such Eligible Transferee to be no greater than those to be paid to the then existing Banks providing Incremental B Term Loan Commitments)Commitment provided by any such Eligible Transferee -------- which is not already a Lender shall be in a minimum amount (for such Eligible Transferee) of at least $1,000,000, (vvi) prior to the Incremental B Term Loan Borrowing Date, the Company Borrower shall have certified to the Administrative Agent that the aggregate principal amount of the all Incremental B Term Loan Loans being incurred is permitted to be incurred under, and in accordance with, the Senior Subordinated Note Indenture (including, without limitation, by providing to the Administrative Agent (x) an officer's certificate of the CompanyBorrower's chief financial officer or another financial officer satisfactory to the Administrative Agent treasurer demonstrating (in reasonable detail) that the incurrence of the such Incremental B Term Loans on the Incremental B Term Loan Borrowing Date may be incurred in accordance with, and will not violate the provisions of, the Senior Subordinated Note Indenture (including, to the extent applicable, the proviso to Section 4.03 of the Senior Subordinated Note Indenture), and (viy) all the officers' certificate referred to in clause (6) of the proceeds definition of any Incremental B Term Loans shall be used to finance "Senior Debt" set forth in the Soundcoat Acquisition and to pay the fees and expenses incurred in connection therewithSenior Subordinated Note Indenture), and (vii) all actions taken by the Company Borrower pursuant to this Section 1.15 1.14 shall be done in coordination with the Administrative Agent.
(b) At In connection with the time of any provision of Incremental B Term Loan Commitments to be provided pursuant to this Section 1.151.14, (i) the CompanyBorrower, the Administrative Agent and each such Bank Lender or other Eligible Transferee (each, an "Incremental B Term Loan Lender") which agrees to provide an Incremental B Term Loan Commitment (each such Bank or other Eligible Transferee, an "Incremental Term Loan Bank") shall execute and deliver to the Administrative Agent an Incremental B Term Loan Commitment Agreement substantially in the form of Exhibit K C (appropriately completed), with the effectiveness of such Incremental B Term Loan BankLender's Incremental B Term Loan Commitment to occur upon delivery of such Incremental B Term Loan Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith (including, without limitation, any fees payable pursuant to clause (ii) below) and the satisfaction of the any other conditions precedent that may be set forth in this Section 1.05 and such Incremental B Term Loan Commitment Agreement, (ii) the Company Administrative Agent shall receive from the Borrower (or, to the extent agreed to by the Borrower and the respective Incremental B Term Loan Lender, from such respective Incremental B Term Loan Lender) the payment of a non-refundable fee of $3,500 for each Eligible Transferee which becomes a Lender pursuant to this Section 1.14 and (iii) the Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Restatement Effective Initial Borrowing Date pursuant to Section 5.04 5.03 as may be reasonably requested by the Administrative Agent, and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Bank Lender as to the effectiveness of each the Incremental B Term Loan Commitment Agreement, and (i) at such time Schedule I shall be deemed modified to reflect the Incremental B Term Loan Commitments of such Incremental B Term Loan Banks and (ii) to the extent requested by such Incremental B Term Loan Banks, B Term Notes will be issued, at the Company's expense, to such Incremental B Term Loan Banks, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the new Incremental B Term Loans made by such Incremental B Term Loan BanksLenders.
(c) In connection with each the incurrence of Incremental B Term Loans pursuant to Section 1.01(d1.01(c), the Banks Lenders and the Company Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, the Company Borrower and the Administrative Agent may take all such actions as may be necessary to ensure that all Banks Lenders with outstanding B Term Loans continue to participate in each Borrowing of outstanding B Term Loans (after giving effect to the incurrence of Incremental B Term Loans pursuant to Section (d1.01(c)) on a PRO RATA pro rata basis, including by adding the Incremental B Term Loans to be so --- ---- incurred to the then outstanding Borrowings of B Term Loans on a PRO RATA pro rata basis --- ---- even though as a result thereof such new Incremental B Term Loan Loans (to the extent required to be maintained as Eurodollar Loans) may effectively have a shorter Interest Period than the then outstanding Borrowings of B Term Loans Loans, and it is hereby agreed that (x) to the extent any then outstanding Borrowings of B Term Loans that are maintained as Eurodollar Loans are affected as a result thereof, any costs of the type described in Section 1.11 incurred by such Banks Lenders in connection therewith shall be for the account of the Company or (y) to the extent the Incremental B Term Loans to be so incurred are added to the then outstanding Borrowings of B Term Loans, which are maintained as Eurodollar Loans, the Banks that have made such Incremental B Term Loans shall be entitled to receive an effective interest rate on such Incremental B Term Loans as is equal to the Eurodollar Rate as in effect two Business Days prior to the incurrence of such Incremental B Term Loans plus the then Applicable Margin for B Term Loans until the end of the respective Interest Period or Interest Periods with respect theretoBorrower."
6. Section 3.03(b) of the Credit Agreement is hereby amended by (w) inserting the text "(i)" immediately following the text "(b)" appearing therein, (x) inserting the following new clause (ii) at the end thereof:
Appears in 1 contract
Sources: Credit Agreement (Manitowoc Co Inc)
Incremental B Term Loan Commitments. (a) So long as no Default or Event The Borrower, with the prior consent of Default then exists or would result therefrom, the Company shall, in consultation with the Administrative Agent, shall have the right to request on one from time to time (and, in by written notice to the circumstances contemplated by clause (ivLenders) below, a second) occasion on and after the Fifth Amendment Effective Date that one or more Banks Lenders (and/or one or more other Persons which would will become Banks Lenders as provided below) provide Incremental B Term Loan Commitments and, subject to the terms and conditions contained in this Agreement, make Incremental B Term Loans pursuant thereto, so long as (w) no Default or Event of Default then exists or would result therefrom, (x) any Incremental B Term Loans are incurred on the date of the effectiveness of the respective Incremental B Term Commitment Agreement pursuant to which the related Incremental B Term Commitments are provided, (y) the Borrower shall have demonstrated to the Administrative Agent’s reasonable satisfaction that the full amount of the respective Incremental B Term Facility (assuming the full utilization of the Incremental B Term Commitments thereunder) may be incurred without violating the terms of any Permitted Junior Capital, any Permitted Senior Unsecured Notes, any other material debt of the Borrower or the documentation governing any such Indebtedness and (z) the Borrower and its subsidiaries are in compliance on a Pro Forma Basis with each of the covenants contained in Sections 7.11 and 7.12 (determined after giving effect to the full utilization of the commitments provided under such Incremental B Term Facility); it being understood and agreed, however, that (i) no Bank Lender shall be obligated to provide an Incremental B Term Loan Commitment as a result of any such request by the CompanyBorrower, and until such time, if any, as such Bank Lender has agreed in its sole discretion to provide an Incremental B Term Loan Commitment and executed and delivered to the Administrative Agent an Incremental B Term Loan Commitment Agreement as provided in clause (b) of this Section 1.151.14, such Bank Lender shall not be obligated to fund any Incremental B Term Loans, (ii) any Bank Lender (or, in the circumstances contemplated by clause (ivv) below, any other Person which is will qualify as an Eligible Transferee) may so provide an Incremental B Term Loan Commitment without the consent of any other BankLender, (iii) the each provision of Incremental B Term Loan Commitments pursuant to this Section 1.15 1.14 on a given date shall be in a minimum aggregate amount (for all Banks Lenders (including, including in the circumstances contemplated by clause (ivv) below, Eligible Transferees who would will become BanksLenders)) of at least $5,000,000, 20,000,000 and a maximum aggregate principal amount not to exceed in integral multiples of $13,000,0005,000,000 in excess thereof, (iv) ifthe aggregate amount of all Incremental B Term Commitments permitted to be provided pursuant to this Section 1.14 shall not exceed $200,000,000, within 10 Business Days after (v) if the Company Borrower has first requested the then existing Banks Lenders (other than Defaulting BanksLenders) to provide at least 75% of the aggregate Incremental B Term Loan Commitments then being requested pursuant to this Section 1.15 1.14, then the Company Borrower may request Incremental B Term Commitments from Persons reasonably acceptable to the Administrative Agent which would qualify as Eligible Transferees hereunder in an aggregate amount equal to the sum of (x) 25% of the aggregate Incremental B Term Commitments then being requested pursuant to this Section 1.14 plus (y) if the Borrower has not received Incremental B Term Loan Commitments in an aggregate amount equal to 75% of that aggregate amount of the Incremental B Term Loan Commitments which the Company Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Company as provided belowBorrower in connection with its initial request), then the Borrower mayamount of such deficiency, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), request provided that any such Incremental B Term Loan Commitments from Persons Commitment provided by any such Eligible Transferee which would qualify as is not already a Lender shall be in a minimum amount (for such Eligible Transferees hereunder in an aggregate amount equal to such deficiency Transferee) of at least $1,000,000 (and with the fees to be paid to such Eligible Transferee to be no greater than those fees to be paid to the then existing Banks Lenders (if any) providing Incremental B Term Loan Commitments), (v) prior to the Incremental B Term Loan Borrowing Date, the Company shall have certified to the Administrative Agent that the aggregate principal amount of the Incremental B Term Loan being incurred is permitted to be incurred under, and in accordance with, the Senior Subordinated Note Indenture (including, without limitation, by providing to the Administrative Agent an officer's certificate of the Company's chief financial officer or another financial officer satisfactory to the Administrative Agent demonstrating (in reasonable detail) that the incurrence of the Incremental B Term Loans on the Incremental B Term Loan Borrowing Date may be incurred in accordance with, and will not violate the provisions of, the Senior Subordinated Note Indenture), (vi) all of the proceeds of any Incremental B Term Loans shall be used to finance the Soundcoat Acquisition and to pay the fees and expenses incurred in connection therewith, and (vii) all actions taken by the Company Borrower pursuant to this Section 1.15 1.14 shall be done in coordination with the Administrative Agent.
(b) At the time of In connection with any provision of Incremental B Term Loan Commitments pursuant to this Section 1.151.14, (i) the CompanyBorrower, the Administrative Agent and each such Bank Lender or other Eligible Transferee (each, an “Incremental B Term Lender”) which agrees to provide an Incremental B Term Loan Commitment (each such Bank or other Eligible Transferee, an "Incremental Term Loan Bank") shall execute and deliver to the Administrative Agent an Incremental B Term Loan Commitment Agreement substantially in the form of Exhibit K L hereto (appropriately completed) (each, an “Incremental B Term Commitment Agreement”), with the effectiveness of such Incremental B Term Loan Bank's Lender’s Incremental B Term Loan Commitment to occur upon delivery of such Incremental B Term Loan Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent) and the satisfaction of the other terms and conditions described in this Section 1.05 1.14 (it being understood that no fees shall be required to be paid to any existing Lender (in its capacity as such) in connection with the provision of any Incremental B Term Commitment by an Incremental B Term Lender), and (ii) the Company Borrower shall deliver to the Administrative Agent (x) an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company Borrower reasonably satisfactory to the Administrative Agent and dated such datethe applicable Incremental B Term Loan Borrowing Date, covering such matters relating to the provision of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Restatement Effective Date pursuant to Section 5.04 Incremental B Term Commitments as may be reasonably requested by the Administrative AgentAgent and (y) a solvency certificate from the Chief Financial Officer of the Borrower, dated the applicable Incremental B Term Loan Borrowing Date, in form and such other matters as substance satisfactory to the Administrative Agent may reasonably requestAgent. The Administrative Agent shall promptly notify each Bank Lender as to the effectiveness of each Incremental B Term Loan Commitment Agreement, and (i) at such time Schedule (A) Annex I to the Credit Agreement shall be deemed modified to reflect the Incremental B Term Loan Commitments of such Incremental B Term Loan Banks Lenders and (iiB) to the extent requested by such any Incremental B Term Loan BanksLender, a B Term Notes Note will be issued, issued at the Company's expense, Borrower’s expense to such Incremental B Term Loan BanksLender, to be in conformity with the requirements of Section 1.05 (with appropriate modificationsmodification) to the extent needed to reflect the new Incremental B Term Loans made by such Incremental B Term Loan BanksLender. Each Incremental B Term Lender with an outstanding B Term Note which requests a new B Term Note as contemplated by preceding clause (B) agrees to use good faith efforts to return the outstanding B Term Note held by it to the Borrower for cancellation.
(c) In connection with each incurrence of Incremental B Term Loans pursuant to Section 1.01(d1.01(f), the Banks Lenders and the Company Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, the Company Borrower and the Administrative Agent may take all such actions as may be necessary to ensure that all Banks Lenders with outstanding B Term Loans continue to participate in each Borrowing of outstanding B Term Loans (after giving effect to the incurrence of Incremental B Term Loans pursuant to Section (d1.01(f)) on a PRO RATA pro rata basis, including by adding the Incremental B Term Loans to be so incurred to the then outstanding Borrowings of Initial B Term Loans on a PRO RATA pro rata basis even though as a result thereof such new Incremental B Term Loan Loans (to the extent required to be maintained as Eurodollar Loans) may effectively have a shorter Interest Period than the then outstanding Borrowings of Initial B Term Loans and it Loans. It is hereby agreed that (x) to the extent any then outstanding Borrowings of B Term Loans that are maintained as Eurodollar Loans are affected as a result thereofthat, any costs of the type described in Section 1.11 incurred by such Banks in connection therewith shall be for the account of the Company or (y) to the extent the Incremental B Term Loans are to be so incurred are or added to the then outstanding Borrowings of Initial B Term Loans, Loans which are maintained as Eurodollar Loans, the Banks Lenders that have made such Incremental B Term Loans shall be entitled to receive an effective interest rate on from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Incremental B Term Loans as is equal to during an existing Interest Period (rather than at the Eurodollar Rate as in effect two Business Days prior to the incurrence of such Incremental B Term Loans plus the then Applicable Margin for B Term Loans until the end beginning of the respective Interest Period or Interest Periods with respect Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto."
6. Section 3.03(b) of the Credit Agreement is hereby amended by (w) inserting the text "(i)" immediately following the text "(b)" appearing therein, (x) inserting the following new clause (ii) at the end thereof:
Appears in 1 contract
Incremental B Term Loan Commitments. (a) So long as no Default or Event The Borrower, with the prior consent of Default then exists or would result therefrom, the Company shall, in consultation with the Administrative Agent, shall have the right to request on one from time to time (and, in by written notice to the circumstances contemplated by clause (ivLenders) below, a second) occasion on and after the Fifth Amendment Effective Date that one or more Banks Lenders (and/or one or more other Persons which would will become Banks Lenders as provided below) provide Incremental B Term Loan Commitments and, subject to the terms and conditions contained in this Agreement, make Incremental B Term Loans pursuant thereto, so long as (w) no Default or Event of Default then exists or would result therefrom, (x) any Incremental B Term Loans are incurred on the date of the effectiveness of the respective Incremental B Term Commitment Agreement pursuant to which the related Incremental B Term Commitments are provided, (y) the Borrower shall have demonstrated to the Administrative Agent’s reasonable satisfaction that the full amount of the respective Incremental B Term Facility (assuming the full utilization of the Incremental B Term Commitments thereunder) may be incurred without violating the terms of any Permitted Junior Capital, any Permitted Senior Unsecured Notes, any other material debt of the Borrower or the documentation governing any such Indebtedness and (z) the Borrower and its subsidiaries are in compliance on a Pro Forma Basis with each of the covenants contained in Sections 7.11 and 7.12 (determined after giving effect to the full utilization of the commitments provided under such Incremental B Term Facility); it being understood and agreed, however, that (i) no Bank Lender shall be obligated to provide an Incremental B Term Loan Commitment as a result of any such request by the CompanyBorrower, and until such time, if any, as such Bank Lender has agreed in its sole discretion to provide an Incremental B Term Loan Commitment and executed and delivered to the Administrative Agent an Incremental B Term Loan Commitment Agreement as provided in clause (b) of this Section 1.151.14, such Bank Lender shall not be obligated to fund any Incremental B Term Loans, (ii) any Bank Lender (or, in the circumstances contemplated by clause (ivv) below, any other Person which is will qualify as an Eligible Transferee) may so provide an Incremental B Term Loan Commitment without the consent of any other BankLender, (iii) the each provision of Incremental B Term Loan Commitments pursuant to this Section 1.15 1.14 on a given date shall be in a minimum aggregate amount (for all Banks Lenders (including, including in the circumstances contemplated by clause (ivv) below, Eligible Transferees who would will become BanksLenders)) of at least $5,000,000, 20,000,000 and a maximum aggregate principal amount not to exceed in integral multiples of $13,000,0005,000,000 in excess thereof, (iv) ifthe aggregate amount of all Incremental B Term Commitments permitted to be provided pursuant to this Section 1.14 shall not exceed $200,000,000, within 10 Business Days after (v) if the Company Borrower has requested the then existing Banks Lenders (other than Defaulting BanksLenders) to provide at least 75% of the aggregate Incremental B Term Loan Commitments then being requested pursuant to this Section 1.15 1.14, then the Company Borrower may request Incremental B Term Commitments from Persons reasonably acceptable to the Administrative Agent which would qualify as Eligible Transferees hereunder in an aggregate amount equal to the sum of (x) 25% of the aggregate Incremental B Term Commitments then being requested pursuant to this Section 1.14 plus (y) if the Borrower has not received Incremental B Term Loan Commitments in an aggregate amount equal to 75% of that aggregate amount of the Incremental B Term Loan Commitments which the Company Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Company as provided belowBorrower in connection with its initial request), then the Borrower mayamount of such deficiency, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), request provided that any such Incremental B Term Loan Commitments from Persons Commitment provided by any such Eligible Transferee which would qualify as is not already a Lender shall be in a minimum amount (for such Eligible Transferees hereunder in an aggregate amount equal to such deficiency Transferee) of at least $1,000,000 (and with the fees to be paid to such Eligible Transferee to be no greater than those fees to be paid to the then existing Banks Lenders (if any) providing Incremental B Term Loan Commitments), (v) prior to the Incremental B Term Loan Borrowing Date, the Company shall have certified to the Administrative Agent that the aggregate principal amount of the Incremental B Term Loan being incurred is permitted to be incurred under, and in accordance with, the Senior Subordinated Note Indenture (including, without limitation, by providing to the Administrative Agent an officer's certificate of the Company's chief financial officer or another financial officer satisfactory to the Administrative Agent demonstrating (in reasonable detail) that the incurrence of the Incremental B Term Loans on the Incremental B Term Loan Borrowing Date may be incurred in accordance with, and will not violate the provisions of, the Senior Subordinated Note Indenture), (vi) all of the proceeds of any Incremental B Term Loans shall be used to finance the Soundcoat Acquisition and to pay the fees and expenses incurred in connection therewith, and (vii) all actions taken by the Company Borrower pursuant to this Section 1.15 1.14 shall be done in coordination with the Administrative Agent.
(b) At the time of In connection with any provision of Incremental B Term Loan Commitments pursuant to this Section 1.151.14, (i) the CompanyBorrower, the Administrative Agent and each such Bank Lender or other Eligible Transferee (each, an “Incremental B Term Lender”) which agrees to provide an Incremental B Term Loan Commitment (each such Bank or other Eligible Transferee, an "Incremental Term Loan Bank") shall execute and deliver to the Administrative Agent an Incremental B Term Loan Commitment Agreement substantially in the form of Exhibit K L hereto (appropriately completed) (each, an “Incremental B Term Commitment Agreement”), with the effectiveness of such Incremental B Term Loan Bank's Lender’s Incremental B Term Loan Commitment to occur upon delivery of such Incremental B Term Loan Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent) and the satisfaction of the other terms and conditions described in this Section 1.05 1.14 (it being understood that no fees shall be required to be paid to any existing Lender (in its capacity as such) in connection with the provision of any Incremental B Term Commitment by an Incremental B Term Lender), and (ii) the Company Borrower shall deliver to the Administrative Agent (x) an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company Borrower reasonably satisfactory to the Administrative Agent and dated such datethe applicable Incremental B Term Loan Borrowing Date, covering such matters relating to the provision of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Restatement Effective Date pursuant to Section 5.04 Incremental B Term Commitments as may be reasonably requested by the Administrative AgentAgent and (y) a solvency certificate from the Chief Financial Officer of the Borrower, dated the applicable Incremental B Term Loan Borrowing Date, in form and such other matters as substance satisfactory to the Administrative Agent may reasonably requestAgent. The Administrative Agent shall promptly notify each Bank Lender as to the effectiveness of each Incremental B Term Loan Commitment Agreement, and (i) at such time Schedule (A) Annex I to the Credit Agreement shall be deemed modified to reflect the Incremental B Term Loan Commitments of such Incremental B Term Loan Banks Lenders and (iiB) to the extent requested by such any Incremental B Term Loan BanksLender, a B Term Notes Note will be issued, issued at the Company's expense, Borrower’s expense to such Incremental B Term Loan BanksLender, to be in conformity with the requirements of Section 1.05 (with appropriate modificationsmodification) to the extent needed to reflect the new Incremental B Term Loans made by such Incremental B Term Loan BanksLender. Each Incremental B Term Lender with an outstanding B Term Note which requests a new B Term Note as contemplated by preceding clause (B) agrees to use good faith efforts to return the outstanding B Term Note held by it to the Borrower for cancellation.
(c) In connection with each incurrence of Incremental B Term Loans pursuant to Section 1.01(d1.01(f), the Banks Lenders and the Company Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, the Company Borrower and the Administrative Agent may take all such actions as may be necessary to ensure that all Banks Lenders with outstanding B Term Loans continue to participate in each Borrowing of outstanding B Term Loans (after giving effect to the incurrence of Incremental B Term Loans pursuant to Section (d1.01(f)) on a PRO RATA pro rata basis, including by adding the Incremental B Term Loans to be so incurred to the then outstanding Borrowings of Initial B Term Loans on a PRO RATA pro rata basis even though as a result thereof such new Incremental B Term Loan Loans (to the extent required to be maintained as Eurodollar Loans) may effectively have a shorter Interest Period than the then outstanding Borrowings of Initial B Term Loans and it Loans. It is hereby agreed that (x) to the extent any then outstanding Borrowings of B Term Loans that are maintained as Eurodollar Loans are affected as a result thereofthat, any costs of the type described in Section 1.11 incurred by such Banks in connection therewith shall be for the account of the Company or (y) to the extent the Incremental B Term Loans are to be so incurred are or added to the then outstanding Borrowings of Initial B Term Loans, Loans which are maintained as Eurodollar Loans, the Banks Lenders that have made such Incremental B Term Loans shall be entitled to receive an effective interest rate on from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the various Incremental B Term Loans as is equal to during an existing Interest Period (rather than at the Eurodollar Rate as in effect two Business Days prior to the incurrence of such Incremental B Term Loans plus the then Applicable Margin for B Term Loans until the end beginning of the respective Interest Period or Interest Periods with respect Period, based upon rates then applicable thereto). All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto."
6. Section 3.03(b) of the Credit Agreement is hereby amended by (w) inserting the text "(i)" immediately following the text "(b)" appearing therein, (x) inserting the following new clause (ii) at the end thereof:
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Incremental B Term Loan Commitments. (a) So long as no Default or Event the Incremental Commitment Request Requirements are satisfied at the time of Default then exists or would result therefromthe delivery of the request referred to below, the Company shallBorrower shall have the right, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.23 and with the consent of the Administrative Agent, have such consent not to be unreasonably withheld, but without requiring the right consent of any of the Lenders, to request on one (and, in the circumstances contemplated by clause (iv) below, a second) occasion on at any time and from time to time after the Fifth Amendment Effective Closing Date and prior to the date which is 12 months prior to the B Term Loan Maturity Date, that one or more Banks Lenders (and/or one or more other Persons persons which would will become Banks Lenders as provided below) provide Incremental B Term Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Incremental B Term Loans pursuant thereto, thereto to the Borrower; it being understood and agreed, however, that (i) no Bank Lender shall be obligated to provide an Incremental B Term Loan Commitment as a result of any such request by the CompanyBorrower, and until such time, if any, as such Bank Lender has agreed in its sole discretion to provide an Incremental B Term Loan Commitment and executed and delivered to the Administrative Agent an Incremental B Term Loan Commitment Agreement in respect thereof as provided in clause (b) of this Section 1.152.23, such Bank Lender shall not be obligated to fund any Incremental B Term Loans, (ii) any Bank Lender (or, in the circumstances contemplated by clause (iv) below, including any other Person which is an Eligible Transfereeperson who will become a Lender) may so provide an Incremental B Term Loan Commitment without the consent of any other BankLender, (iii) the provision of Incremental B Term Loan Commitments pursuant to this Section 1.15 2.23 shall be in a minimum aggregate amount (for all Banks Lenders (including, in the circumstances contemplated by clause (iv) below, Eligible Transferees including any person who would will become Banksa Lender)) of at least $5,000,000, 10,000,000 and a maximum aggregate principal amount not to exceed in integral multiples of $13,000,0001,000,000 in excess thereof, (iv) if, within 10 Business Days after the Company has requested the then existing Banks (other than Defaulting Banks) to provide aggregate amount of all Incremental B Term Loan Commitments provided pursuant to this Section 1.15 2.23, when combined with the Company has aggregate amount of all Incremental Revolving Credit Commitments provided pursuant to Section 2.22, shall not received exceed $50,000,000, (v) all B Term Loans provided pursuant to an Incremental B Term Loan Commitments in an aggregate amount equal Commitment shall be deemed to that amount of Incremental B Term Loan Commitments which the Company desires to obtain pursuant to such request (as set forth in the notice provided by the Company as provided below), then the Borrower may, with the consent be part of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), request Incremental B Term Loan Commitments from Persons which would qualify same Tranche as Eligible Transferees hereunder in an aggregate amount equal to such deficiency (and with the fees to be paid to such Eligible Transferee to be no greater than those to be paid to the then existing Banks providing Incremental B Term Loan Commitments), (v) prior to the Incremental B Term Loan Borrowing Date, the Company shall have certified to the Administrative Agent that the aggregate principal amount of the Incremental B Term Loan being incurred is permitted to be incurred under, and in accordance with, the Senior Subordinated Note Indenture (including, without limitation, by providing to the Administrative Agent an officer's certificate of the Company's chief financial officer or another financial officer satisfactory to the Administrative Agent demonstrating (in reasonable detail) that the incurrence of the Incremental B Term Loans on hereunder and (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the Incremental B Term other applicable Loan Borrowing Date may Documents and shall be incurred in accordance withsecured by the relevant Security Documents, and will not violate the provisions ofguaranteed under each relevant Guarantee Agreement, the Senior Subordinated Note Indenture), on a pari passu basis with all other Obligations secured by each such Security Document and guaranteed under each such Guarantee Agreement and (vi) all of the proceeds of any Incremental B Term Loans shall be used to finance the Soundcoat Acquisition and to pay the fees and expenses incurred in connection therewith, and (vii) all actions taken by the Company Borrower pursuant to this Section 1.15 2.23 shall be done in coordination with the Administrative Agent.
(b) At the time of any the provision of Incremental B Term Loan Commitments pursuant to this Section 1.152.23, (i) the CompanyBorrower, the Administrative Agent and each such Bank Lender or other Eligible Transferee person which agrees to provide an Incremental B Term Loan Commitment (each such Bank or other Eligible Transfereeeach, an "Incremental B Term Loan BankLender") shall execute and deliver to the Administrative Agent an Incremental B Term Loan Commitment Agreement substantially in the form of Exhibit K (appropriately completed)Agreement, with the effectiveness of such Incremental B Term Loan BankLender's Incremental B Term Loan Commitment to occur on the date set forth in such Incremental B Term Loan Commitment Agreement, which date in any event shall be no earlier than the date on which (u) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon delivery up-front or arrangement fees owing to the Administrative Agent), (v) the Administrative Agent shall have received evidence reasonably satisfactory to it that the additional Obligations to be incurred pursuant to the Incremental B Term Loan Commitment shall constitute "Designated Senior Indebtedness" and "Senior Indebtedness" under the Senior Subordinated Note Documents, (w) the Administrative Agent shall have received evidence reasonably satisfactory to it that the additional Obligations to be incurred pursuant to the Incremental B Term Loan Commitments are permitted by the terms of the outstanding Indebtedness of Holdings, the Borrower, the Co-Borrower and their respective Subsidiaries including, without limitation, the Second-Lien Credit Documents, the Senior Note Documents and the Senior Subordinated Note Documents, (x) all Incremental Commitment Request Requirements are satisfied, (y) all other conditions set forth in this Section 2.23 shall have been satisfied, and (z) all other conditions precedent that may be set forth in such Incremental B Term Loan Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions in this Section 1.05 and (ii) the Company shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Restatement Effective Date pursuant to Section 5.04 as may be reasonably requested by the Administrative Agent, and such other matters as the Administrative Agent may reasonably requesthave been satisfied. The Administrative Agent shall promptly notify each Bank Lender as to the effectiveness of each Incremental B Term Loan Commitment Agreement, and at such time, (i) at such time the B Term Loans to be made pursuant to the respective Incremental B Term Loan Commitment Agreements shall be permitted to be made in accordance with the terms of this Agreement and the respective Incremental B Term Loan Commitment Agreements, (ii) Schedule I 2.01 shall be deemed modified to reflect the Incremental revised B Term Loan Commitments of such Incremental B Term Loan Banks the affected Lenders and (iiiii) to the extent requested by such any Incremental B Term Loan BanksLender, B Term Notes will be issued, issued at the CompanyBorrower's expense, to such Incremental B Term Loan Banks, to be Lender in conformity accordance with the requirements of Section 1.05 (with appropriate modifications2.04(e) to the extent needed to reflect the new Incremental additional B Term Loans made by such Incremental B Term Loan BanksLender.
(c) In connection with each incurrence of Incremental All B Term Loans made after the Closing Date pursuant to the provisions of this Section 1.01(d), the Banks 2.23 (and the Company hereby agree thatrespective Incremental Term Loan Commitment Agreements) shall be proportionally added to, notwithstanding anything and thereafter shall form part of, all then outstanding Borrowings of B Term Loans (with the effect being that all Lenders of B Term Loans, including the Lenders of B Term Loans then being made pursuant to this Section 2.23, shall have a percentage interest in each then outstanding Borrowing of B Term Loans which is the same as the percentage its aggregate outstanding principal of B Term Loans bears to the contrary contained in this Agreement, the Company and the Administrative Agent may take aggregate principal amount of all such actions as may be necessary to ensure that all Banks continue to participate in each Borrowing of then outstanding B Term Loans of all Lenders). To the extent the provisions of this clause (after giving effect to the incurrence of Incremental c) require that Lenders make new B Term Loans pursuant which are added to Section (d)and deemed to form a part of) on a PRO RATA basis, including by adding the Incremental B Term Loans to be so incurred to the then outstanding Borrowings of B Term Loans on a PRO RATA basis even though as a result thereof such new Incremental B Term Loan (to the extent required to be maintained as Eurodollar Loans) may effectively have a shorter Interest Period than the then outstanding Borrowings of B Term Loans and it is hereby agreed that (x) to the extent any then outstanding Borrowings of B Term Loans that are maintained as Eurodollar Loans are affected as a result thereof, any costs of the type described in Section 1.11 incurred by such Banks in connection therewith shall be for the account of the Company or (y) to the extent the Incremental B Term Loans to be so incurred are added to the then outstanding Borrowings of B Term Loans, which are maintained as Eurodollar Loans, it is acknowledged that the Banks effect thereof may result in such new B Term Loans having short Interest Periods (i.e., an Interest Period that have made began during an Interest Period then applicable to outstanding Eurodollar Loans and which will end on the last day of such Interest Period). In connection therewith, the Borrower may agree, in the respective Incremental B Term Loans shall be entitled Loan Commitment Agreement, to receive an effective interest rate on such Incremental compensate the Lenders making the new B Term Loans for funding Eurodollar Loans during an existing Interest Period on such basis as is equal to the Eurodollar Rate as in effect two Business Days prior to the incurrence of may be agreed by such Incremental B Term Loans plus the then Applicable Margin for B Term Loans until the end of Borrower and the respective Interest Period Lender or Interest Periods with respect theretoLenders."
6. Section 3.03(b) of the Credit Agreement is hereby amended by (w) inserting the text "(i)" immediately following the text "(b)" appearing therein, (x) inserting the following new clause (ii) at the end thereof:
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