Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 3 contracts
Samples: Credit Agreement (Summit Materials, Inc.), Credit Agreement (Summit Materials, Inc.), Credit Agreement (Summit Materials, LLC)
Incremental Credit Extensions. (a) The Borrower Xxxxxxx may (and VNU, Inc. or VNUHF may, in the case of clause (b)) at any time or from time to time after the Closing Pushdown Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on of any Facility or the same terms as the addition of a new Revolving Credit Facility to be provided to the Canadian Borrower (except for interest rate margins and commitment fees as set forth below) (each such increase or new Revolving Credit Facility, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower Xxxxxxx shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower Xxxxxxx for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed $687,500,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and Loans, (c) except as set forth above, shall have a Weighted Average Life be treated substantially the same as the Term Loans (in each case, including with respect to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, mandatory and voluntary prepayments) and (d) the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower Xxxxxxx and the applicable new Lenders; provided, however, that (i) the Effective Yield interest rate margins for any the Incremental Facility, Term Loans shall not be greater than the Effective Yield highest interest rate margins that may, under any circumstances, be payable with respect to Dollar Term Loans (or Revolving Credit Loans, as the case may be Euro Term Loans if such Incremental Term Loans are denominated in Euros) plus 50 25 basis points (unless and the interest rate margins applicable to the Dollar Term Loans or Revolving Credit Euro Term Loans, respectivelyas applicable, are shall be increased to the extent necessary to achieve the foregoing) and (ii) solely for purposes of the foregoing clause (i); , the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable generally to Lenders providing such Term Loans or such Incremental Term Loans based on an assumed three-year life to maturity), provided that (i) except as provided aboveherein, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentArrangers and (ii) the amortization schedule applicable to the Incremental Term Loans shall be determined by Xxxxxxx and the lenders thereof. Other than with respect to interest rates and related terms with respect to Loans denominated in Canadian Dollars, and other than with respect to borrowing mechanics and operational matters, the terms of any new Revolving Credit Facility to be provided to the Canadian Borrower shall be identical to those of the Revolving Credit Facilities and any collateral securing such new facility shall be shared with the Secured Parties pursuant to customary arrangements and customary limitations (including with respect to adverse tax consequences). Each notice from the Borrower Xxxxxxx, VNU, Inc. or VNUHF pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any Loan, and each existing Revolving Credit Lender of the applicable Facility will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit LenderLender (other than a Revolving Commitment Increase to be provided to the Canadian Borrower), an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Xxxxxxx (and, in the case of a Revolving Commitment Increase, any other relevant Borrowers or the Canadian Borrower, as applicable), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan PartyBorrowers, Agents or 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 applicable Borrowers (or the Canadian Borrower, as applicable), to effect the provisions of this Section 2.14. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrowers (or the Canadian Borrower, as applicable) will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Tranche A Revolving Credit Facility, each Tranche A Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Tranche A Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Tranche A Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Tranche A Revolving Credit Commitments of all Tranche A Revolving Credit Lenders represented by such Revolving Credit Lender’s Tranche A Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans under the applicable Facility made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 3 contracts
Samples: Credit Agreement (Global Media USA, LLC), Credit Agreement (Nielsen Holdings B.V.), Credit Agreement (Nielsen Holdings B.V.)
Incremental Credit Extensions. (a) The Borrower may at (i) At any time or and from time to time after the Closing Effective Date, subject to the terms and conditions set forth herein, either Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy make available to each of the Lenders), request (a) to effect one or more additional tranches or additions to of revolving commitments hereunder (each such tranche, an existing tranche of term loans (the “Incremental Term Revolving Commitment” and, the Loans with respect thereto, “Incremental Revolving Loans”) and/or (b) or, if any Class of Revolving Commitments already exists, request to effect one or more increases in the aggregate amount of the such Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan each case, from one or any borrowing under such more Additional Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000)Lenders; provided that (i) both at the time of any each such request and upon the effectiveness of any each Incremental Amendment referred to belowRevolving Facility Amendment, (A) no Default or Event of Default shall exist have occurred and be continuing or shall result therefrom, (B) such Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clause (A) above and (C) each Revolving Commitment Increase shall be on the same terms (including interest rate margins and maturity) governing any existing Class of Revolving Commitments pursuant to this Agreement or, if no such Revolving Commitments exist, each Incremental Revolving Commitment shall be on terms reasonably acceptable to such Borrower, the Additional Revolving Lenders and the Administrative Agent. Notwithstanding anything to contrary herein, at the time that of effectiveness of any such given Incremental Revolving Commitment, Revolving Commitment Increase or Term Loan is made Commitment Increase, the sum of (i) the aggregate principal amount of the Incremental Revolving Commitments and the Revolving Commitment Increases entered into after giving effect thereto) no Event of Default shall exist the Effective Date and (ii) the Borrower aggregate principal amount of all Term Commitment Increases incurred after the Effective Date shall be in compliance with not exceed $250,000,000 plus up to an additional amount such that at the covenants set forth in Section 7.11 determined time of each such request and upon the effectiveness of the Incremental Revolving Facility Amendment or Incremental Term Facility Amendment, as applicable, after giving effect to such Incremental Revolving Loans or Incremental Term Loans, as applicable, and the application of proceeds thereof, on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passedBasis, the covenants in Section 7.11 Consolidated Secured Net Leverage Ratio is less than or equal to 1.50 to 1.00; (provided that, for purposes of calculating the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of Consolidated Secured Net Leverage Ratio (i) any Incremental Revolving Commitments or Revolving Commitment Increase being entered into shall be assumed to be fully drawn and (ii) the proceeds of any such Incremental Revolving Commitment, Revolving Commitment Increase or Term Loans Commitment Increase being implemented and any such substantially concurrent Incremental Revolving Commitment, Revolving Commitment Increases and Term Commitment Increases shall not be netted from Consolidated Net Secured Debt) (the “Incremental Cap”). Each Incremental Revolving Commitment and Revolving Commitment Increase shall be in an aggregate a minimum principal amount that is not less than of $10,000,000 5,000,000 and shall be in an increment integral multiples of $1,000,000 in excess thereof (thereof; provided that such amount may be less than $1,000,000 5,000,000 if such amount represents all the remaining availability under the limit set forth in Incremental Cap. For the next sentence and (ii) avoidance of doubt, no Lender shall be required to provide any such Incremental Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 2 contracts
Samples: Credit Agreement (Constellium Holdco B.V.), Credit Agreement (Constellium Holdco B.V.)
Incremental Credit Extensions. (a) The Borrower may at At any time or and from time to time after the Closing Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy make available to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (b) effect one or more increases in the aggregate amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such from Additional Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000)Lenders; provided that (i) both at the time of any each such request and upon the effectiveness of any each Incremental Amendment referred to belowRevolving Facility Amendment, no Event of Default (A) the conditions set forth in Section 4.02 shall exist and at the time that any such Incremental Term Loan is made be satisfied, (and after giving effect thereto) no Event of Default shall exist and (iiB) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis (before and after giving effect to any such Revolving Commitment Increase and assuming that such newly-incurred Revolving Commitment Increase is fully drawn) with (x) a Senior Secured Leverage Ratio not to exceed 3.50 to 1.00, as of the date last day of the most recently ended LTM Period and (y) the Financial Performance Covenant at the level that is 0.25 to 1.00 below the then applicable covenant level as of the end of the most recently ended Test Period Period, (orC) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any together with reasonably detailed calculations demonstrating compliance with clause (B) above and (D) such Revolving Commitment Increases, as applicable, had been outstanding Increase shall be on the last day of such fiscal quarter of same terms (other than any upfront fees) governing the Borrower for testing compliance therewithRevolving Commitments pursuant to this Agreement. Each tranche Notwithstanding anything to contrary herein, the sum of (i) the aggregate principal amount of the Revolving Commitment Increases and (ii) the aggregate principal amount of all Term Commitment Increases incurred after the Effective Date shall not exceed the Incremental Term Loans Cap. Each Revolving Commitment Increase shall be in an aggregate a minimum principal amount that is not less than of $10,000,000 5,000,000 and shall be in an increment integral multiples of $1,000,000 in excess thereof (thereof; provided that such amount may be less than $1,000,000 5,000,000 if such amount represents all the remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceCap.
Appears in 2 contracts
Samples: Collateral Agreement (TA Holdings 1, Inc.), Credit Agreement (TA Holdings 1, Inc.)
Incremental Credit Extensions. (a) The Borrower may at (i) At any time or and from time to time after the Closing Restatement Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy make available such notice to each of the Lenders), request (a) to effect one or more additional revolving credit facility tranches hereunder (or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (b) one or more increases in the amount increase of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth belowhereunder) (a “Incremental Revolving Commitment IncreaseFacilities”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such from Additional Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000)Lenders; provided that (i) both at the time of any each such request and upon the effectiveness of any each Incremental Amendment referred to belowRevolving Facility Amendment, (A) no Event of Default shall exist have occurred and at the time that any such Incremental Term Loan is made be continuing or shall result therefrom, (and after giving effect thereto) no Event of Default shall exist and (iiB) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis with the covenants contained in Sections 6.12 and 6.13 recomputed as of the date last day of the most most-recently ended Test Period for which financial statements are available (orcalculated assuming that such Incremental Revolving Facility is fully drawn), (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above (which calculations shall, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied made as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such any fiscal quarter of the Borrower for testing compliance therewithwhich the Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 5.01(a) or (b) and Section 5.01(d), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period), (D) such Incremental Revolving Facility may be secured on a pari passu basis with the Loans, (E) the interest rate margins, rate floors, fees, premiums and maturity applicable to any Incremental Revolving Facility shall be determined by the Borrower and the lenders thereunder, provided that no Incremental Revolving Facility shall mature prior to the Revolving Maturity Date or require any scheduled amortization or mandatory commitment reductions prior to the Revolving Maturity Date, (F) any Incremental Revolving Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Additional Revolving Lenders providing the applicable Incremental Revolving Facilities, (G) any Incremental Revolving Facility may be provided in any currency as mutually agreed among the Administrative Agent, the Borrower and the Additional Revolving Lenders and (H) in the case of an increase in the Revolving Commitments hereunder, the maturity date of such increase in the Revolving Commitment shall be the Revolving Maturity Date, such increase in the Revolving Commitment shall require no scheduled amortization or mandatory commitment reduction prior to the Revolving Maturity Date and shall be on the same terms governing the Revolving Commitments pursuant to this Agreement; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (E) or (G) above), they shall be reasonably satisfactory to the Administrative Agent; provided, further, that no Issuing Bank shall be required to act as “issuing bank” under any such Incremental Revolving Facility without its written consent. Each tranche of (i) Incremental Term Loans Revolving Facility shall be in an aggregate a minimum principal amount that is not less than of $10,000,000 and shall be in an increment integral multiples of $1,000,000 in excess thereof (thereof; provided that such amount may be less than $1,000,000 10,000,000 if such amount represents all the remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceCap.
Appears in 2 contracts
Samples: Junior Lien Intercreditor Agreement (Virtu Financial, Inc.), Restatement Agreement (Virtu Financial, Inc.)
Incremental Credit Extensions. (a) The Parent Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions of term loans or, if satisfactory to the Administrative Agent, an increase of an existing tranche of term loans Term Loans (the “Incremental Term Loans”) and/or ), (b) one or more increases in the amount of the Dollar Revolving Credit Commitments on (each such increase, a “Dollar Revolving Commitment Increase”) or (c) one or more increases in the same terms as amount of the Alternative Currency Revolving Credit Facility Commitments (except for interest rate margins and commitment fees as set forth below) (each such increase, an “Alternative Currency Revolving Commitment Increase” and, together with any Dollar Revolving Commitment Increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and exist, (ii) at the time that any such Incremental Term Loan is made (and after giving effect thereto) ), no Default or Event of Default shall exist and (iiiii) upon the effectiveness of any such Incremental Amendment and at the time any such Incremental Term Loan is made (after giving effect thereto), the Parent Borrower shall be in pro forma compliance with the covenants covenant set forth in Section 7.11 determined 7.14 for the Test Period then last ended calculated on a Pro Forma Basis as pro forma basis for such Incremental Amendment and/or Incremental Term Loan in accordance with Section 1.10 (and a certificate from the Chief Financial Officer of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in Parent Borrower demonstrating compliance with such Section calculated in reasonable detail shall be satisfied as of provided to the last four quarters endedAdministrative Agent), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment a Dollar Amount of $1,000,000 in excess thereof 100,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment a Dollar Amount of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 100,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed the sum of (i) $1,500,000,000 (such amount, the “Initial Incremental Amount”) plus (ii) the excess, if any, of (x) 0.65 times Consolidated EBITDA for the Test Period then last ended prior to the date of determination and calculated on a pro forma basis in accordance with Section 1.10 over (y) the Initial Incremental Amount plus (iii) the aggregate amount of principal of Term Loans prepaid pursuant to Sections 2.05(b)(i) and (iii) since the Closing Date that have not been refinanced with Indebtedness under this Agreement. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Tranche B Term Loans (or the Tranche A Term Loans in the case of any increase of the Tranche A Term Loans) and (c) shall have a Weighted Average Life to Maturity not shorter than be treated substantially the remaining Weighted Average Life to Maturity of then-existing Term Loans, and same as the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Tranche B Term Loans shall be determined by the Borrower and the applicable new Lenders; provided(in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences (other than interest rates and amortization schedule) are reasonably satisfactory acceptable to the Administrative AgentAgent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Parent Borrower and the lenders thereof; provided that the Incremental Term Loans shall not have a Weighted Average Life to Maturity shorter than that of the Tranche B Term Loans (except by virtue of amortization or prepayment of the Term Loans prior to the time of such incurrence). Each notice from the Parent Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each it being understood that no existing Term Lender will not have an obligation to make a portion of any Incremental Term Loan or any and no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase) ), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other bank or other financial institution lender (any such other bank or other financial institution lender being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan DocumentsDocuments (including, without limitation, an accession by each Additional Lender to the Loss Sharing Agreement), executed by the Parent Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Lenders or Loan Party, Agents or LendersParties, 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 Parent Borrower, to effect the provisions of this Section 2.14Section. No Lender The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be obligated subject to provide any the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Parent Borrower shall use the proceeds of the Incremental Term Loans or and Revolving Commitment IncreasesIncreases for any purpose not prohibited by this Agreement; provided that (i) to the extent the proceeds of Incremental Term Loans and Revolving Commitment Increases are being used to refinance Retained Existing Notes, unless it so agreessuch refinancing occurs no earlier than the final maturity date of such Retained Existing Notes, and (ii) any amount of Incremental Term Loans in excess of the Initial Incremental Amount may only be used to refinance Existing Notes on their final maturity date. Upon each increase in (A) the Dollar Revolving Credit Commitments pursuant to this Section 2.14, (ax) if the increase relates to the Revolving Credit Facility, each Dollar Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Dollar Revolving Commitment Increase (each, each a “Dollar Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Dollar Revolving Credit Lender’s participations hereunder in outstanding Dollar Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Dollar Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Dollar Revolving Credit Lender (including each such Dollar Revolving Commitment Increase Lender) will equal the percentage of the aggregate Dollar Revolving Credit Commitments of all Dollar Revolving Credit Lenders represented by such Dollar Revolving Credit Lender’s Revolving Credit Commitment and (by) if, on the date of such increase, there are any Dollar Revolving Credit Loans under the applicable Facility outstanding, such Dollar Revolving Credit Loans shall on or prior to the effectiveness of such Dollar Revolving Commitment Increase be prepaid from the proceeds of additional Dollar Revolving Credit Loans made hereunder (reflecting such increase in Dollar Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Dollar Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05 and (B) the Alternative Currency Revolving Credit Commitments pursuant to this Section 2.14, (x) each Alternative Currency Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Alternative Currency Revolving Commitment Increase (each an “Alternative Currency Revolving Commitment Increase Lender” and, together with each Dollar Revolving Commitment Increase Lender, the “Revolving Commitment Increase Lenders”), and each such Alternative Currency Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Alternative Currency Revolving Credit Lender’s participations hereunder in outstanding Alternative Currency Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Alternative Currency Letters of Credit held by each Alternative Currency Revolving Credit Lender (including each such Alternative Currency Revolving Commitment Increase Lender) will equal the percentage of the aggregate Alternative Currency Revolving Credit Commitments of all Alternative Currency Revolving Credit Lenders represented by such Alternative Currency Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Alternative Currency Revolving Credit Loans outstanding, such Alternative Currency Revolving Credit Loans shall on or prior to the effectiveness of such Alternative Currency Revolving Commitment Increase be prepaid from the proceeds of additional Alternative Currency Revolving Credit Loans made hereunder (reflecting such increase in Alternative Currency Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Alternative Currency Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 2 contracts
Samples: Security Agreement (Clear Channel Communications Inc), Credit Agreement (C C Media Holdings Inc)
Incremental Credit Extensions. (a) The Borrower Xxxxxxx may (and TNC or NHF may, in the case of clause (b)) at any time or from time to time after the Closing Pushdown Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on of any Facility or the same terms as the addition of a new Revolving Credit Facility to be provided to the Canadian Borrower (except for interest rate margins and commitment fees as set forth below) (each such increase or new Revolving Credit Facility, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower Xxxxxxx shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower Xxxxxxx for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities Amount (provided that Incremental Term Loans may be incurred without regard to the Maximum Incremental Facilities Amount to the extent that the Net Proceeds from such Incremental Term Loans are used on the date of incurrence thereof (or substantially concurrently therewith) to prepay Term Loans in accordance with Section 2.05). The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Class E Term Loans and Loans, (c) except as set forth above, shall have a Weighted Average Life be treated substantially the same as the Term Loans (in each case, including with respect to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, mandatory and voluntary prepayments) and (d) the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower Xxxxxxx and the applicable new Lenders; provided, however, that (i) the Effective Yield interest rate margins for any the Incremental Facility, Term Loans shall not be greater than the Effective Yield highest interest rate margins that may, under any circumstances, be payable with respect to Dollar Term Loans (or Revolving Credit Loans, as the case may be Euro Term Loans if such Incremental Term Loans are denominated in Euros) plus 50 25 basis points (unless and the interest rate margins applicable to the Dollar Term Loans or Revolving Credit Euro Term Loans, respectivelyas applicable, are shall be increased to the extent necessary to achieve the foregoing) and (ii) solely for purposes of the foregoing clause (i); , the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable generally to Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity), provided that (i) except as provided aboveherein, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentArrangers and (ii) the amortization schedule applicable to the Incremental Term Loans shall be determined by Xxxxxxx and the lenders thereof. Other than with respect to interest rates and related terms with respect to Loans denominated in Canadian Dollars, and other than with respect to borrowing mechanics and operational matters, the terms of any new Revolving Credit Facility to be provided to the Canadian Borrower shall be identical to those of the Revolving Credit Facilities and any collateral securing such new facility shall be shared with the Secured Parties pursuant to customary arrangements and customary limitations (including with respect to adverse tax consequences). Each notice from the Borrower Xxxxxxx, TNC or NHF pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any Loan, and each existing Revolving Credit Lender of the applicable Facility will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit LenderLender (other than a Revolving Commitment Increase to be provided to the Canadian Borrower), an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Xxxxxxx (and, in the case of a Revolving Commitment Increase, any other relevant Borrowers or the Canadian Borrower, as applicable), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan PartyBorrowers, Agents or 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 applicable Borrowers (or the Canadian Borrower, as applicable), to effect the provisions of this Section 2.14. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrowers (or the Canadian Borrower, as applicable) will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Tranche A Revolving Credit Facility, each Tranche A Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Tranche A Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Tranche A Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Tranche A Revolving Credit Commitments of all Tranche A Revolving Credit Lenders represented by such Revolving Credit Lender’s Tranche A Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans under the applicable Facility made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 2 contracts
Samples: Credit Agreement (Nielsen Holdings N.V.), Credit Agreement (Nielsen Holdings N.V.)
Incremental Credit Extensions. (a) The Parent Borrower may at any time or from time to time after the Closing Restatement Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions of term loans or, if satisfactory to the Administrative Agent, an increase of an existing tranche of term loans Term Loans (the “Incremental Term Loans”) and/or ), (b) one or more increases in the amount of the Dollar Revolving Credit Commitments on (each such increase, a “Dollar Revolving Commitment Increase”) or (c) one or more increases in the same terms as amount of the Alternative Currency Revolving Credit Facility Commitments (except for interest rate margins and commitment fees as set forth below) (each such increase, an “Alternative Currency Revolving Commitment Increase” and, together with any Dollar Revolving Commitment Increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and exist, (ii) at the time that any such Incremental Term Loan is made (and after giving effect thereto) ), no Default or Event of Default shall exist and (iiiii) upon the effectiveness of any such Incremental Amendment and at the time any such Incremental Term Loan is made (after giving effect thereto), the Parent Borrower shall be in pro forma compliance with the covenants covenant set forth in Section 7.11 determined 7.14 for the Test Period then last ended calculated on a Pro Forma Basis as pro forma basis for such Incremental Amendment and/or Incremental Term Loan in accordance with Section 1.10 (and a certificate from the Chief Financial Officer of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in Parent Borrower demonstrating compliance with such Section calculated in reasonable detail shall be satisfied as of provided to the last four quarters endedAdministrative Agent), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment a Dollar Amount of $1,000,000 in excess thereof 100,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment a Dollar Amount of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 100,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed (A) the sum of (i) $1,500,000,000 (such amount, the “Initial Incremental Amount”) plus (ii) the excess, if any, of (x) 0.65 times Consolidated EBITDA of the Parent Borrower for the Test Period then last ended prior to the date of determination and calculated on a pro forma basis in accordance with Section 1.10 over (y) the Initial Incremental Amount plus (iii) the aggregate amount of principal of Term Loans prepaid pursuant to Sections 2.05(b)(i) and 2.05(b)(iii) since the Closing Date that have not been refinanced with Indebtedness under this Agreement minus (B) the aggregate amount of Permitted Alternative Incremental Facilities Indebtedness incurred under Section 7.03(i) (and any refinancing of such Permitted Alternative Incremental Facilities Indebtedness permitted pursuant to Section 7.03(i), but excluding the principal amount of any such refinancing indebtedness represented by unpaid accrued interest and premium on the indebtedness being refinanced plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with the modification, refinancing, refunding, renewal or extension thereof). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Tranche B Term Loans (without giving effect to any prior Extensions thereof) (except in the case of an increase of an existing Class of Loans or Commitments, in which case such Incremental Term Loan or Revolving Commitment Increase shall mature on the Maturity Date of such Class being increased) and (c) shall have a Weighted Average Life to Maturity not shorter than be treated substantially the remaining Weighted Average Life to Maturity of then-existing Term Loans, and same as the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Tranche B Term Loans shall be determined by the Borrower and the applicable new Lenders; provided(in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences (other than interest rates and amortization schedule) are reasonably satisfactory acceptable to the Administrative AgentAgent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Parent Borrower and the lenders thereof; provided that the Incremental Term Loans shall not have a Weighted Average Life to Maturity shorter than that of the Tranche B Term Loans (without giving effect to any prior Extensions thereof) (except by virtue of amortization or prepayment of the Term Loans prior to the time of such incurrence). Each notice from the Parent Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each it being understood that no existing Term Lender will not have an obligation to make a portion of any Incremental Term Loan or any and no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase) ), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other bank or other financial institution lender (any such other bank or other financial institution lender being called an “Additional Lender”), ; provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan DocumentsDocuments (including, without limitation, an accession by each Additional Lender to the Loss Sharing Agreement), executed by the Parent Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Lenders or Loan Party, Agents or LendersParties, 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 Parent Borrower, to effect the provisions of this Section 2.14Section. No Lender The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be obligated subject to provide the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Parent Borrower shall use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement; provided that (i) to the extent the proceeds of Incremental Term Loans and Revolving Commitment Increases are being used to refinance Retained Existing Notes, such refinancing occurs no earlier than the final maturity date of such Retained Existing Notes, and (ii) any amount of Incremental Term Loans in excess of the Initial Incremental Amount may be used (x) only to refinance Retained Existing Notes on their final maturity date or (y) if, after the Restatement Date but no more than nine months prior to the date of incurrence of such Incremental Term Loans or effectiveness of such Revolving Commitment Increase, the Parent Borrower shall have repaid any Retained Existing Notes on their final maturity date (other than with proceeds of Incremental Term Loans, Revolving Commitment Increases or Permitted Alternative Incremental Facilities Indebtedness, in each case incurred other than under the Initial Incremental Amount), to the extent of the amount so repaid, for working capital and other general corporate purposes (except where such Retained Existing Notes were refinanced with the proceeds of Indebtedness incurred pursuant to Section 7.03(b), in which case the proceeds of such Incremental Term Loans or Revolving Commitment Increases, unless it so agreesIncreases shall be used to permanently repay or prepay such Indebtedness). Upon each increase in (A) the Dollar Revolving Credit Commitments pursuant to this Section 2.14, (ax) if the increase relates to the Revolving Credit Facility, each Dollar Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Dollar Revolving Commitment Increase (each, each a “Dollar Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Dollar Revolving Credit Lender’s participations hereunder in outstanding Dollar Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Dollar Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Dollar Revolving Credit Lender (including each such Dollar Revolving Commitment Increase Lender) will equal the percentage of the aggregate Dollar Revolving Credit Commitments of all Dollar Revolving Credit Lenders represented by such Dollar Revolving Credit Lender’s Revolving Credit Commitment and (by) if, on the date of such increase, there are any Dollar Revolving Credit Loans under the applicable Facility outstanding, such Dollar Revolving Credit Loans shall on or prior to the effectiveness of such Dollar Revolving Commitment Increase be prepaid from the proceeds of additional Dollar Revolving Credit Loans made hereunder (reflecting such increase in Dollar Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Dollar Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05 and (B) the Alternative Currency Revolving Credit Commitments pursuant to this Section 2.14, (x) each Alternative Currency Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Alternative Currency Revolving Commitment Increase (each an “Alternative Currency Revolving Commitment Increase Lender” and, together with each Dollar Revolving Commitment Increase Lender, the “Revolving Commitment Increase Lenders”), and each such Alternative Currency Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Alternative Currency Revolving Credit Lender’s participations hereunder in outstanding Alternative Currency Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Alternative Currency Letters of Credit held by each Alternative Currency Revolving Credit Lender (including each such Alternative Currency Revolving Commitment Increase Lender) will equal the percentage of the aggregate Alternative Currency Revolving Credit Commitments of all Alternative Currency Revolving Credit Lenders represented by such Alternative Currency Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Alternative Currency Revolving Credit Loans outstanding, such Alternative Currency Revolving Credit Loans shall on or prior to the effectiveness of such Alternative Currency Revolving Commitment Increase be prepaid from the proceeds of additional Alternative Currency Revolving Credit Loans made hereunder (reflecting such increase in Alternative Currency Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Alternative Currency Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 2 contracts
Samples: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time on one or more occasions after the Closing Date, by written notice delivered to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, request (ai) one or more additional tranches or additions to an existing tranche Classes of term loans hereunder or additional term loans of the same Class of any existing Class of term loans hereunder (the “Incremental Term Loans”) and/or (bii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility hereunder (except for interest rate margins and commitment fees as set forth below) (a each such increase, an “Incremental Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Facilities”); provided that, in an aggregate principal amount not subject to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to Section 1.06, at the incurrence of time that any such Incremental Term Loan or any borrowing under such Incremental Revolving Commitment Increase is made or effected (and for purposes of any calculations under this Section 2.14 also immediately after giving effect thereto), (A) (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) in the cash proceeds case of such Incremental Term Loans shall the proceeds of which will be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed used to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements finance a Limited Condition Transaction in which an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to belowLCT Election has been made, no Event of Default under Section 7.01(a), (b), (h) or (i) shall exist have occurred and be continuing at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (iiB) subject to customary “SunGard” provisions in the Borrower case of an Incremental Term Loan the proceeds of which shall be used to fund a Limited Condition Transaction in compliance with which an LCT Election has been made, each of the covenants representations and warranties made by any Loan Party set forth in Section 7.11 determined Article III and in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on a Pro Forma Basis and as of the date of the most recently ended Test Period effectiveness of any Incremental Facility Amendment with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (oror in all respects, if no Test Period cited in Section 7.11 has passedas the case may be) as of such earlier date. Notwithstanding anything to contrary herein, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as aggregate principal amount of the last four quarters ended), in each case, as if Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithtime. Each tranche of (i) Incremental Term Loans Facility shall be in an aggregate a minimum principal amount that is not less than of (x) $10,000,000 and shall be 5,000,000 in an increment the case of Incremental Term Loans, or (y) $2,000,000 in the case of Incremental Revolving Commitment Increases and, in either case, integral multiples of $1,000,000 500,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $1,000,000 either of the foregoing amounts if either such amount represents all the remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit Incremental Facilities set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 2 contracts
Samples: Credit Agreement (Atlas Technical Consultants, Inc.), Credit Agreement (Atlas Technical Consultants, Inc.)
Incremental Credit Extensions. (a) The Borrower Company may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans denominated in Dollars (the “Incremental U.S. Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms and conditions as are then applicable to the Revolving Credit Facility Commitments (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental U.S. Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental U.S. Term Loan is made or any such Revolving Commitment Increase becomes effective (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower Company shall be in compliance with the covenants covenant set forth in Section 7.11 7.10 determined on a Pro Forma Basis as of the date of such Incremental U.S. Term Loan or Revolving Commitment Increase and the last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended)Period, in each case, as if such Incremental U.S. Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower Company for testing compliance therewith. Each tranche of (i) Incremental U.S. Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount Dollar Amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate Dollar Amount of the Incremental U.S. Term Loans and the Revolving Commitment Increases shall not exceed $200,000,000. The Incremental U.S. Term Loans and any Revolving Credit Exposure under any such Revolving Commitment Increase (a) shall rank pari passu in right of payment and of security with the other Revolving Credit Loans Exposure and the U.S. Term Loans, (b) in the case of Incremental U.S. Term Loans, shall not mature earlier than the Maturity Date with respect to the U.S. Term Loans and Loans, (c) in the case of Incremental U.S. Term Loans, shall not have a Weighted Average Life to Maturity not that is shorter than the remaining Weighted Average Life to Maturity with respect to the U.S. Term Loans, (d) in the case of then-existing Incremental U.S. Term Loans, will accrue interest at rates determined by the Company and the lenders providing such Incremental U.S. Term Loans, which rates may be higher or lower than the rates applicable to the U.S. Term Loans, and (e) in the Applicable Rate for any case of Incremental Facility andU.S. Term Loans, subject to clause (c) except as set forth above, amortization for shall be treated substantially the Incremental same as, or less favorably to the lenders thereof than, the U.S. Term Loans shall be determined by the Borrower and the applicable new Lenders; provided(in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental U.S. Term Loans may be materially different from those of the U.S. Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentAgent and (ii) subject to clauses (b), (c) and (d) above, the interest rates, maturity and amortization schedule applicable to the Incremental U.S. Term Loans shall be determined by the Company and the lenders thereof. Each notice from the Borrower Company pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental U.S. Term Loans or Revolving Commitment Increases. Incremental U.S. Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), in each case as designated by the Company, provided that the Administrative Agent, each L/C Issuer and/or and the Swing Line Lender, as applicable, Lender shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental U.S. Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental U.S. Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the BorrowerCompany, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 BorrowerCompany, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Company will use the proceeds of the Incremental U.S. Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental U.S. Term Loans or Revolving Commitment Increases, Increases unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit FacilitySection, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 2 contracts
Samples: Credit Agreement (Direct Holdings Libraries Inc.), Credit Agreement (Readers Digest Association Inc)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ai) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental New Term Loans”), which may be of the same facility as any existing Term Loans (a “Term Loan Increase”) and/or or a separate class of Term Loans (bcollectively with any Term Loan Increase, the “New Term Commitments”) or (ii) (A) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility of any Class (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and and/or (B) all the establishment of one or more new revolving credit commitments (each such new commitment, a “New Revolving Commitment Increase shall be deemed to be fully drawn)Tranche,” collectively with any Revolving Commitment Increase, the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), “New Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000Commitments”); provided that (i) both at the time of any such request immediately before and upon immediately after the effectiveness of any Incremental Amendment referred to belowbelow (or, in the case of a Permitted Acquisition or permitted Investment, on the date of the execution of (x) the definitive agreement in connection therewith and (y) any Commitment in respect of New Term Loans or New Revolving Credit Commitments therefor), no Event of Default shall exist and all Specified Representations (conformed as reasonably necessary for such Investment or Permitted Acquisition to reflect at the time that option of the Borrower customary “SunGard” representations) shall be true and correct in all material respects (provided that, any such Specified Representation that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects); provided that, notwithstanding the above, with respect to any incurrence of Loans pursuant to an Incremental Term Loan Amendment the purpose of which is made to finance a permitted Investment or Permitted Acquisition, for purposes of funding any such Loans, this condition may be waived in full or in part (and after giving effect theretosubject to compliance with Section 10.01(i) no hereof) by Lenders holding more than 50% of the applicable aggregate Commitments in respect of Loans to be incurred pursuant to such Incremental Amendment (other than with respect to any (I) Event of Default shall exist under Section 8.01(a) or 8.01(f) and (iiII) Specified Representations (conformed as reasonably necessary for such Investment or Permitted Acquisition to reflect at the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter option of the Borrower for testing compliance therewithcustomary “SunGard” representations) which may only be waived with the consent of the Required Lenders). Each tranche of (i) Incremental New Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 10,000,000 if such lesser amount is approved by the Administrative Agent or such amount represents all remaining availability under the limit set forth in the next sentence sentence) and (ii) each New Revolving Commitment Increases Credit Commitments shall be in an aggregate principal amount that is not less than a Dollar Amount of $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than a Dollar Amount of $1,000,000 5,000,000 if such lesser amount is approved by the Administrative Agent or such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right Notwithstanding anything to the contrary herein, the aggregate amount of payment and of security with the Revolving Credit Loans and the New Term Loans, (b) shall not mature earlier than the Maturity Date with respect when added to the aggregate amount of New Revolving Credit Commitments and any Incremental Equivalent Debt incurred prior to or substantially simultaneously with the incurrence of such New Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or New Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to exceed the transactions effected pursuant to the immediately preceding sentenceAvailable Incremental Amount.
Appears in 2 contracts
Samples: Security Agreement (Casa Systems Inc), Security Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Incremental Credit Extensions. (a) The Borrower Company may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, request (ai) one or more additional tranches or additions to an existing tranche the establishment of term loans (the “Incremental Term Loans”) Loan Commitments and/or (bii) one or more increases in the amount of during the Revolving Credit Commitments on Commitment Period, the same terms as the establishment of Incremental Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000)Commitments; provided that (iA) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to belowrequest, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no or Event of Default shall exist and (iiB) all fees and expenses owing in respect of such Incremental Facility shall have been paid to the Borrower shall be in compliance Administrative Agent. The aggregate amount of the Incremental Commitments established under this Section 2.22 together with the covenants set forth in aggregate original principal amount of all Alternative Incremental Indebtedness incurred under Section 7.11 7.02(o) on any date shall not exceed an amount equal to the sum of (x) $100,000,000 plus (y) an additional amount such that, immediately after giving effect to the effectiveness of the applicable Incremental Amendment effectuating such Incremental Term Loans and/or Incremental Revolving Credit Commitments, the First Lien Leverage Ratio shall not exceed 3.00 to 1.00, determined on a Pro Forma Basis as pro forma basis (excluding the cash proceeds of such incurrence and assuming that any Incremental Term Loans, Incremental Revolving Credit Commitments and Alternative Incremental Indebtedness are secured by a Lien on the assets of the date of the most recently ended Test Period (orBorrower, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied whether or not so secured) as of the last four quarters ended)day of the most recent fiscal quarter for which financial statements are required to have been delivered hereunder, in each case, as if such Incremental Term Loans or any borrowings under any such Incremental Revolving Commitment IncreasesCredit Commitments, as applicable, had been outstanding outstanding, and in the case of any Incremental Revolving Credit Commitment, fully drawn, on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 2 contracts
Samples: Credit Agreement (Verint Systems Inc), Credit Agreement (Verint Systems Inc)
Incremental Credit Extensions. (a) The Borrower Company may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower Company shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended)Period, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower Company for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed the sum of $750,000,000 and the Receivables Facility Shortfall Amount, as reduced from time to time; provided that the aggregate amount of the Revolving Commitment Increases shall not exceed $750,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) except as set forth above, amortization for shall be treated substantially the Incremental same as the Term Loans shall be determined by the Borrower and the applicable new Lenders; provided(in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentArrangers and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Company and the lenders thereof. Each notice from the Borrower Company pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any Loan, and each existing Revolving Credit Lender will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), ; provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the BorrowerCompany, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 BorrowerCompany, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Company will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit FacilitySection, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 2 contracts
Samples: Credit Agreement (Sungard Capital Corp Ii), Credit Agreement (Sungard Data Systems Inc)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches Classes or additions to an existing tranche Class of term loans Term Loans (the “Incremental Term Loans” and any such Class, an “Incremental Series”) and/or or (b) one or more increases in the amount of the Tranche 4 Revolving Credit Commitments on the same terms as the Tranche 4 Revolving Credit Facility (except for interest rate margins and commitment fees as set forth belowfees) (a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithexist. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 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 amount of the Incremental Term Loans and the Revolving Commitment Increases, when aggregated with the amount of Permitted Notes issued in reliance on Section 7.03(s)(i) and Section 7.03(s)(ii)(x), shall not exceed (x) $350,000,000 (the “Initial Incremental Amount”) plus (y) the Borrower may incur additional Incremental Term Loans and/or Revolving Commitment Increases (a “Ratio-Based Incremental Facility”) so long as the Borrower’s First Lien Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Revolving Commitment Increase) had been outstanding on the last day of such four quarter period, shall not exceed 3.50 to 1.00. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans; provided that any Incremental Term Loans ranking junior in right of payment and security shall be deemed to rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term LoansLoans for purposes of calculating the First Lien Secured Leverage Ratio with respect to any incurrence of a Ratio-Based Incremental Facility, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and B-5 Loans, (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, B-5 Loans and (d) the Applicable Rate for any the Incremental Facility andTerm Loan, and subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that if any such additional Incremental Term Loans are requested after the Amendment No. 9 Effective Yield Date, (i) then if the interest rate margins for any Incremental Facility, shall not be Term Loan is more than 50 basis points per annum greater than the Effective Yield with respect applicable interest rate margin under the Term B-5 Loans, then the applicable interest rate margin under the Term B-5 Loans shall be adjusted so that the interest rate margins relating to the Term B-5 Loans is not less than the applicable interest rate margin to such Incremental Term Loans or Revolving Credit Loansby more than 00 xxxxx xxxxxx, as (xx) solely for purposes of the case may be plus 50 basis points foregoing clause (unless i), the interest rate margins applicable to the any Term Loans or Revolving Credit Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower generally to the Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity (but excluding arrangement fees, structuring fees, incentive fees, commitment fees, underwriting fees or other fees payable to any lead arranger (or its affiliates) in connection with the commitment or syndication of such Indebtedness) and (iii) if the lowest permissible Eurocurrency Rate is greater than 0.75% or the lowest permissible Base Rate is greater than 1.75% for such Incremental Term Loans, respectivelythe difference between such “floor” and 0.75%, are increased in the case of Eurocurrency Rate Incremental Term Loans, or 1.75%, in the case of Base Rate Incremental Term Loans, shall be equated to the extent necessary to achieve the foregoing)interest rate margin for purposes of clause (i) above; provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 2 contracts
Samples: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)
Incremental Credit Extensions. (a) The Borrower Xxxxxxx may (and TNC or NHF may, in the case of clause (b)) at any time or from time to time after the Closing Pushdown Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on of any Facility or the same terms as the addition of a new Revolving Credit Facility to be provided to the Canadian Borrower (except for interest rate margins and commitment fees as set forth below) (each such increase or new Revolving Credit Facility, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower Xxxxxxx shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower Xxxxxxx for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed $687,500,000. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Class B Term Loans and Loans, (c) except as set forth above, shall have a Weighted Average Life be treated substantially the same as the Term Loans (in each case, including with respect to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, mandatory and voluntary prepayments) and (d) the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower Xxxxxxx and the applicable new Lenders; provided, however, that (i) the Effective Yield interest rate margins for any the Incremental Facility, Term Loans shall not be greater than the Effective Yield highest interest rate margins that may, under any circumstances, be payable with respect to Dollar Term Loans (or Revolving Credit Loans, as the case may be Euro Term Loans if such Incremental Term Loans are denominated in Euros) plus 50 25 basis points (unless and the interest rate margins applicable to the Dollar Term Loans or Revolving Credit Euro Term Loans, respectivelyas applicable, are shall be increased to the extent necessary to achieve the foregoing) and (ii) solely for purposes of the foregoing clause (i); , the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable generally to Lenders providing such Term Loans or such Incremental Term Loans based on an assumed three-year life to maturity), provided that (i) except as provided aboveherein, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentArrangers and (ii) the amortization schedule applicable to the Incremental Term Loans shall be determined by Xxxxxxx and the lenders thereof. Other than with respect to interest rates and related terms with respect to Loans denominated in Canadian Dollars, and other than with respect to borrowing mechanics and operational matters, the terms of any new Revolving Credit Facility to be provided to the Canadian Borrower shall be identical to those of the Revolving Credit Facilities and any collateral securing such new facility shall be shared with the Secured Parties pursuant to customary arrangements and customary limitations (including with respect to adverse tax consequences). Each notice from the Borrower Xxxxxxx, TNC or NHF pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any Loan, and each existing Revolving Credit Lender of the applicable Facility will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit LenderLender (other than a Revolving Commitment Increase to be provided to the Canadian Borrower), an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Xxxxxxx (and, in the case of a Revolving Commitment Increase, any other relevant Borrowers or the Canadian Borrower, as applicable), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan PartyBorrowers, Agents or 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 applicable Borrowers (or the Canadian Borrower, as applicable), to effect the provisions of this Section 2.14. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrowers (or the Canadian Borrower, as applicable) will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Tranche A Revolving Credit Facility, each Tranche A Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Tranche A Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Tranche A Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Tranche A Revolving Credit Commitments of all Tranche A Revolving Credit Lenders represented by such Revolving Credit Lender’s Tranche A Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans under the applicable Facility made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 2 contracts
Samples: Credit Agreement (Nielsen Holdings B.V.), Credit Agreement (Nielsen CO B.V.)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Additional Credit Extension Amendment referred to belowbelow (an “Incremental Effective Date”), no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such exist. Each Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans Notwithstanding anything to the contrary herein, (ax) shall rank pari passu the aggregate amount of Revolving Credit Commitments after giving effect to any Revolving Commitment Increase (and any concurrent reduction in right of payment and of security with the Revolving Credit Loans and the Term Loans, (bCommitments) shall not mature earlier than exceed the Maturity Date with respect Revolving Credit Commitment Cap, and (y) on a Pro Forma Basis and after giving effect to the Term Loans and borrowing of all such Revolving Commitment Increases (c) shall have a Weighted Average Life to Maturity not shorter than assuming for such calculation that any Revolving Commitment Increases are fully drawn), the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization Senior Secured Net Leverage Ratio for the Incremental Term Loans most recently ended Test Period shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater less than the Effective Yield with respect or equal to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable 3.75 to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent1.0. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, provided by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution approved by the Borrower (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, each L/C Issuer and/or Swing Line Lender, as applicable, and the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, Commitments to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Additional Credit Extension Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, the applicable L/C Issuer (in the case of an increase of a Revolving Commitment Increase) and the Administrative Agent. The Incremental Additional Credit Extension Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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. The effectiveness of any Additional Credit Extension Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Additional Credit Extension Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Revolving Commitment Increases and Letters of Credit issued pursuant to the Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14Section, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment its Pro Rata Share and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 2 contracts
Samples: Revolving Credit Agreement (IASIS Healthcare LLC), Revolving Credit Agreement (IASIS Healthcare LLC)
Incremental Credit Extensions. (a) The Borrower Xxxxxxx may (and TNC or NHF may, in the case of clause (b)) at any time or from time to time after the Closing Pushdown Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on of any Facility or the same terms as the addition of a new Revolving Credit Facility to be provided to the Canadian Borrower (except for interest rate margins and commitment fees as set forth below) (each such increase or new Revolving Credit Facility, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower Xxxxxxx shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower Xxxxxxx for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed $687,500,000. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Class B Term Loans and Loans, (c) except as set forth above, shall have a Weighted Average Life be treated substantially the same as the Term Loans (in each case, including with respect to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, mandatory and voluntary prepayments) and (d) the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower Xxxxxxx and the applicable new Lenders; provided, however, that (i) the Effective Yield interest rate margins for any the Incremental Facility, Term Loans shall not be greater than the Effective Yield highest interest rate margins that may, under any circumstances, be payable with respect to Dollar Term Loans (or Revolving Credit Loans, as the case may be Euro Term Loans if such Incremental Term Loans are denominated in Euros) plus 50 25 basis points (unless and the interest rate margins applicable to the Dollar Term Loans or Revolving Credit Euro Term Loans, respectivelyas applicable, are shall be increased to the extent necessary to achieve the foregoing) and (ii) solely for purposes of the foregoing clause (i); , the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable generally to Lenders providing such Term Loans or such Incremental Term Loans based on an assumed three-year life to maturity), provided that (i) except as provided aboveherein, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentArrangers and (ii) the amortization schedule applicable to the Incremental Term Loans shall be determined by Xxxxxxx and the lenders thereof. Other than with respect to interest rates and related terms with respect to Loans denominated in Canadian Dollars, and other than with respect to borrowing mechanics and operational matters, the terms of any new Revolving Credit Facility to be provided to the Canadian Borrower shall be identical to those of the Revolving Credit Facilities and any collateral securing such new facility shall be shared with the Secured Parties pursuant to customary arrangements and customary limitations (including with respect to adverse tax consequences). Each notice from the Borrower Xxxxxxx, TNC or NHF pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any Loan, and each existing Revolving Credit Lender of the applicable Facility will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit LenderLender (other than a Revolving Commitment Increase to be provided to the Canadian Borrower), an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Xxxxxxx (and, in the case of a Revolving Commitment Increase, any other relevant Borrowers or the Canadian Borrower, as applicable), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan PartyBorrowers, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.reasonable
Appears in 2 contracts
Samples: Credit Agreement (Nielsen Holdings N.V.), Credit Agreement (Nielsen Holdings N.V.)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches Classes or additions to an existing tranche Class of term loans Term Loans (the “Incremental Term Loans” and any such Class, an “Incremental Series”) and/or or (b) one or more increases in the amount of the Tranche 2 Revolving Credit Commitments on the same terms as the Tranche 2 Revolving Credit Facility (except for interest rate margins and commitment fees as set forth belowfees) (a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 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 amount of the Incremental Term Loans and the Revolving Commitment Increases, when aggregated with the amount of Permitted Notes issued in reliance on Section 7.03(s)(i) and Section 7.03(s)(ii), shall not exceed (x) $150,000,000 (the “Initial Incremental Amount”); provided that during the sixty (60) consecutive day period beginning on the Amendment No. 1 Effective Date (the “Incremental Increase Period”) the Borrower may incur a Revolving Commitment Increase in an amount not to exceed $50.0 million and an increase to the Term A Loan in an amount not to exceed $50.0 million (the “Term A Loan Increase”), in each case without reducing the amount available for future Incremental Term Loans or Revolving Commitment Increases under the Initial Incremental Amount, so long as, in the case of any Term A Loan Increase, the Net Proceeds therefrom shall be used to repay Term B Loans pursuant to Section 2.05(b)(xi) plus (y) the Borrower may incur additional Incremental Term Loans and/or Revolving Commitment Increases (a “Ratio-Based Incremental Facility”) so long as the Borrower’s First Lien Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Revolving Commitment Increase) had been outstanding on the last day of such four quarter period, shall not exceed 2.75 to 1.00. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term B Loans and (except in the case of any Term A Loan Increase, which shall mature on the Maturity Date with respect to the Term A Loans), (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term B Loans (except in the case of any Term A Loan Increase, which shall have the same weighted average life to maturity as that of the Term A Loans, ) and (d) the Applicable Rate for any the Incremental Facility andTerm Loan, and subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new LendersLenders (except that in the case of any Term A Loan Increase, such Applicable Rate and amortization shall be the same as that of the Term A Loans); provided, however, that if any such additional Incremental Term Loans are requested prior to March 30, 2014, (i) the Effective Yield interest rate margins for any the Incremental Facility, Term Loans shall not be greater than the Effective Yield highest interest rate margins that may, under any circumstances, be payable with respect to Term B Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term B Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing), (ii) solely for purposes of the foregoing clause (i), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower generally to the Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity and (iii) if the lowest permissible Eurocurrency Rate is greater than 1.00% or the lowest permissible Base Rate is greater than 2.00% for such Incremental Term Loans, the difference between such “floor” and 1.00%, in the case of Eurocurrency Rate Incremental Term Loans, or 2.00%, in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of clause (i) above; provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.
Appears in 2 contracts
Samples: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an of incremental term loans, in each case which may constitute a separate tranche of term loans or, if the same as any existing tranche of term loans loans, constitute part of such existing tranche (the “Incremental Term Loans”) and/or ), or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase,” and together with any Incremental Term Loans, a “Credit Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Revolving Commitment Increase is effective (and after giving effect thereto), no Default or Event of Default shall exist, (ii) at the time that any Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) except that, if the proceeds of such Incremental Term Loan are to be used to finance an Acquisition by the Borrower or any other Loan Party permitted under this Agreement, no Event of Default under Section 8.01(a), (f) or (g) shall be in compliance with the covenants set forth in Section 7.11 determined exist), (iii) on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passedeffectiveness of any Revolving Commitment Increase and on the date of the making of any Incremental Term Loans, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as representations and warranties of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit Loan Parties set forth in the next sentence Loan Documents shall be true and correct; provided that, if the proceeds of such Incremental Term Loan are used to finance an Acquisition by the Borrower or any Restricted Subsidiary permitted by this Agreement, (A) only the Specified Representations shall be required to be true and correct under this clause (iii) on such date and (iiB) Revolving Commitment Increases neither the Borrower nor any Affiliate of the Borrower shall have the right to terminate its obligations under the acquisition agreement related to such Acquisition or to otherwise decline to consummate such Acquisition, in each case as a result of the breach of the representations made in such agreement by or with respect to the subject of such Acquisition that are material to the interests of the Lenders and (iv) the Borrower and the other Loan Parties shall deliver such legal opinions, instruments and other documents related to such Credit Increase as the Administrative Agent shall reasonably request. Each Credit Increase shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 5,000,000 if such amount represents all remaining availability under the limit limits set forth in the next sentencetwo sentences). The Incremental Term Loans (a) shall rank pari passu in right Notwithstanding anything to the contrary herein, the aggregate amount of payment and of security with the Revolving Credit Loans and the Term Loans, (b) Commitment Increases shall not mature earlier than the Maturity Date with respect exceed $200 million. Notwithstanding anything to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than contrary herein, the remaining Weighted Average Life to Maturity aggregate amount of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by not exceed (x) the Borrower and sum of (a) $200 million plus (b) the applicable new Lenders; provided, however, that amount of all voluntary prepayments applied to the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to principal amount of the Term Loans or Revolving Credit Loans, respectively, are increased to (the extent necessary to achieve the foregoing“Term Loan Free and Clear Basket”); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans Loan Free and Clear Basket shall be reduced by the aggregate principal amount of all Incremental Equivalent Notes issued in reliance on clause (a)(x) to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or proviso in the case of a Revolving Commitment Increase to be provided by definition thereof; plus (y) an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, unlimited amount so long as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increaseincurrence thereof, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall Borrower is in compliance on or prior to a Pro Forma Basis as of the effectiveness last day of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), most recent fiscal quarter for which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected a Compliance Certificate has been delivered pursuant to the immediately preceding sentenceSection 6.02(a) with a Consolidated Leverage Ratio of no greater than 4.00:1.00.
Appears in 2 contracts
Samples: Credit Agreement (Targa Resources Corp.), Credit Agreement (Targa Resources Corp.)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions of term loans or, if satisfactory to the Administrative Agent, an increase of an existing tranche of term loans (the “Incremental Term Loans”) and/or ), (b) one or more increases in the amount of the Dollar Revolving Credit Commitments on (each such increase, a “Dollar Revolving Commitment Increase”) or (c) one or more increases in the same terms as amount of the Alternative Currency Revolving Credit Facility Commitments (except for interest rate margins and commitment fees as set forth below) (each such increase, an “Alternative Currency Revolving Commitment Increase” and, together with any Dollar Revolving Commitment Increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default under Section 8.01(a) or Event of Default shall exist and (ii) at the time that any such Incremental Term Loan is made (and after giving effect thereto), no Default under Section 8.01(a) no or Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithexist. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment a Dollar Amount of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment a Dollar Amount of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed $1,000,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term LoansB-1 Loans made on the Closing Date, (b) shall not mature earlier than the Maturity Date with respect to the Term B-1 Loans made on the Closing Date and (c) shall have a Weighted Average Life to Maturity not shorter than be treated substantially the remaining Weighted Average Life to Maturity of then-existing same as the Term LoansB-1 Loans made on the Closing Date (in each case, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the such Term B-1 Loans to the extent such differences (other than interest rates and amortization schedule) are reasonably satisfactory acceptable to the Administrative AgentAgent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof; provided that the Incremental Term Loans shall not have a Weighted Average Life to Maturity shorter than that of the Term B-1 Loans made on the Closing Date (except by virtue of amortization or prepayment of such Term B-1 Loans prior to the time of such incurrence). Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each it being understood that no existing Term Lender will not have an obligation to make a portion of any Incremental Term Loan or any and no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase) ), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other bank or other financial institution lender (any such other bank or other financial institution lender being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Lenders or Loan Party, Agents or LendersParties, 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 2.14Section. No Lender The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be obligated subject to provide any the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of the Incremental Term Loans or and Revolving Commitment Increases, unless it so agreesIncreases for any purpose not prohibited by this Agreement. Upon each increase in (A) the Dollar Revolving Credit Commitments pursuant to this Section 2.14, (ax) if the increase relates to the Revolving Credit Facility, each Dollar Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Dollar Revolving Commitment Increase (each, each a “Dollar Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Dollar Revolving Credit Lender’s participations hereunder in outstanding Dollar Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Dollar Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Dollar Revolving Credit Lender (including each such Dollar Revolving Commitment Increase Lender) will equal the percentage of the aggregate Dollar Revolving Credit Commitments of all Dollar Revolving Credit Lenders represented by such Dollar Revolving Credit Lender’s Revolving Credit Commitment and (by) if, on the date of such increase, there are any Dollar Revolving Credit Loans under the applicable Facility outstanding, such Dollar Revolving Credit Loans shall on or prior to the effectiveness of such Dollar Revolving Commitment Increase be prepaid from the proceeds of additional Dollar Revolving Credit Loans made hereunder (reflecting such increase in Dollar Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Dollar Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05 and (B) the Alternative Currency Revolving Credit Commitments pursuant to this Section 2.14, (x) each Alternative Currency Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Alternative Currency Revolving Commitment Increase (each an “Alternative Currency Revolving Commitment Increase Lender” and, together with each Dollar Revolving Commitment Increase Lender, the “Revolving Commitment Increase Lenders”), and each such Alternative Currency Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Alternative Currency Revolving Credit Lender’s participations hereunder in outstanding Alternative Currency Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Alternative Currency Letters of Credit held by each Alternative Currency Revolving Credit Lender (including each such Alternative Currency Revolving Commitment Increase Lender) will equal the percentage of the aggregate Alternative Currency Revolving Credit Commitments of all Alternative Currency Revolving Credit Lenders represented by such Alternative Currency Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Alternative Currency Revolving Credit Loans outstanding, such Alternative Currency Revolving Credit Loans shall on or prior to the effectiveness of such Alternative Currency Revolving Commitment Increase be prepaid from the proceeds of additional Alternative Currency Revolving Credit Loans made hereunder (reflecting such increase in Alternative Currency Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Alternative Currency Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 2 contracts
Samples: Credit Agreement (Avaya Inc), Credit Agreement (Avaya Inc)
Incremental Credit Extensions. (a) The Borrower Borrowers may at any time or from time to time after the Closing Restatement Effective Date, by notice by the Parent Borrower to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default under Section 8.01(a) or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such exist. Each Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment a Dollar Amount of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment a Dollar Amount of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right Notwithstanding anything to the contrary herein, the aggregate amount of payment and of security with the Revolving Credit Loans and the Term Loans, (b) Commitment Increases shall not mature earlier than exceed (x) $100,000,000 less (y) the Maturity Date with respect amount of all Incremental Replacement Secured Notes issued pursuant to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoingSection 7.03(cc); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Parent Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, provided by any existing Lender (but each it being understood that no existing Lender will not have an obligation to make provide a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) ), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other bank or other financial institution lender (any such other bank or other financial institution lender being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any Increase if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerBorrowers, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Lenders or Loan Party, Agents or LendersParties, 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 Parent Borrower, to effect the provisions of this Section 2.14Section. No Lender The effectiveness of any Incremental Amendment shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates subject to the Revolving satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Facility, each Revolving Credit Lender immediately prior to Extension” or similar language in such increase will automatically and without further act Section 4.02 shall be deemed to have assigned refer to each Lender providing a portion the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrowers shall use the proceeds of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held Increases for any purpose not prohibited by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceAgreement.
Appears in 1 contract
Samples: Credit Agreement (Avaya Inc)
Incremental Credit Extensions. (a) The Either Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), (i) request (a) one or more additional tranches or additions to an existing tranche of term loans (the commitments thereof, the “Incremental Term Loan Commitment”, the loans thereunder, the “Incremental Term Loans” and a Lender making such loans, an “Incremental Term Lender”) and/or or (bii) request one or more increases in the amount of the Revolving Credit Loan Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Loan Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (iw) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and exist, (iix) the U.S. Borrower shall be in compliance with the covenants set forth in Section 7.11 Total Leverage Covenant determined on a Pro Forma Basis as of the date end of the most recently ended Test Period completed fiscal quarter for which the financial statements and certificates required by Section 8.1(a) or (orb), if no Test Period cited in Section 7.11 has passedas the case may be, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended)have been delivered, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Loan Commitment Increases, as applicable, had been outstanding and fully borrowed throughout such period (whether or not a Compliance Date occurred on the last day of such most recently completed fiscal quarter quarter); provided, that for purposes of determining compliance with the Borrower Total Leverage Covenant under this clause (x), the Net Cash Proceeds actually received by any Loan Party in respect of such Incremental Facility shall not be included as cash or Cash Equivalents for testing compliance therewith. Each tranche purposes of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and clause (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right definition of payment and of security with the Revolving Credit Loans and the Term Loans“Total Leverage Ratio”, (by) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity aggregate amount of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, Loan Commitment Increases incurred at any time shall not exceed the Maximum Incremental Facilities Amount as the case may be plus 50 basis points in effect at such time and (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to z) Incremental Term Loans may be materially different from those of the Term Loans denominated in Dollars or Euros, and Revolving Loan Commitment Increases shall be denominated in Dollars (it being understood that any such Revolving Loan Commitment Increase may be utilized in Available Currencies as and to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”provided herein), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Syndication Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ax) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or in an aggregate amount not to exceed $200,000,000 or (by) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment Increase”), ) in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); 25,000,000, provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist exist, (ii) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, all of the representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date), and (iiiii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 and the Total Leverage Ratio shall not exceed 2.25:1.00, in each case determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any Revolving Loans available pursuant to such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
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Samples: Credit Agreement (Styron Canada ULC)
Incremental Credit Extensions. (a) The Borrower Company may at any time or from time to time after the Closing DateFifth Amendment Effective Date but excluding during the Pre-IPO Period, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower Company shall be in compliance with each of the covenants set forth in Section 7.11 7.11(a) and (b) determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended)Period, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower Company for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans, the Revolving Commitment Increases and Alternative Incremental Facility Debt (x) after the Fifth Amendment Effective Date and prior to the AS Separation Date shall not exceed $750,000,000 and (y) from and after the AS Separation Date shall not exceed $500,000,000 less the aggregate principal amount (not in excess of $500,000,000) of Incremental Term Loans, Revolving Commitment Increases and Alternative Incremental Facility Debt incurred after the Fifth Amendment Effective Date and prior to the AS Separation Date; provided that the aggregate amount of the Revolving Commitment Increases shall not exceed $200,000,000. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Latest Maturity Date with respect to the Term Loans that is in effect on the date such Incremental Term Loans are incurred and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) except as set forth above, amortization for shall be treated substantially the Incremental same as the Term Loans shall be determined by the Borrower and the applicable new Lenders; provided(in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentArrangers and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Company and the lenders thereof. Each notice from the Borrower Company pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), ; provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the BorrowerCompany, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 BorrowerCompany, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Company will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit FacilitySection, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
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Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches Classes or additions to an existing tranche Class of term loans Term Loans (the “Incremental Term Loans” and any such Class, an “Incremental Series”) and/or or (b) one or more increases in the amount of the Tranche 23 Revolving Credit Commitments on the same terms as the Tranche 23 Revolving Credit Facility (except for interest rate margins and commitment fees as set forth belowfees) (a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000),; provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 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 amount of the Incremental Term Loans and the Revolving Commitment Increases, when aggregated with the amount of Permitted Notes issued in reliance on Section 7.03(s)(i) and Section 7.03(s)(ii)(x), shall not exceed (x) $350,000,000 (the “Initial Incremental Amount”) plus (y) the Borrower may incur additional Incremental Term Loans and/or Revolving Commitment Increases (a “Ratio-Based Incremental Facility”) so long as the Borrower’s First Lien Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Revolving Commitment Increase) had been outstanding on the last day of such four quarter period, shall not exceed 3.50 to 1.00. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans; provided that any Incremental Term Loans ranking junior in right of payment and security shall be deemed to rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term LoansLoans for purposes of calculating the First Lien Secured Leverage Ratio with respect to any incurrence of a Ratio-Based Incremental Facility, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and B-35 Loans, (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, B-35 Loans and (d) the Applicable Rate for any the Incremental Facility andTerm Loan, and subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that if any such additional Incremental Term Loans are requested prior to the date that is eighteen (18) months after the Amendment No. 78 Effective Yield Date, (i) then if the interest rate margins for any the Incremental Facility, Term Loans shall not be greater than the Effective Yield highest interest rate margins that may, under any circumstances, be payable with respect to Term B-3 Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term B-3 Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoingforegoing)any Incremental Term Loan is more than 50 basis points per annum greater than the applicable interest rate margin under the Term B-5 Loans, then the applicable interest rate margin under the Term B-5 Loans shall be adjusted so that the interest rate margins relating to the Term B-5 Loans is not less than the applicable interest rate margin to such Incremental Term Loans by more than 00 xxxxx xxxxxx, (xx) solely for purposes of the foregoing clause (i), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower generally to the Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity (but excluding arrangement fees, structuring fees, incentive fees, commitment fees, underwriting fees or other fees payable to any lead arranger (or its affiliates) in connection with the commitment or syndication of such Indebtedness) and (iii) if the lowest permissible Eurocurrency Rate is greater than 0.75% or the lowest permissible Base Rate is greater than 1.75% for such Incremental Term Loans, the difference between such “floor” and 0.75%, in the case of Eurocurrency Rate Incremental Term Loans, or 1.75%, in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of clause (i) above; provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist have occurred and be continuing and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist have occurred and be continuing or result therefrom, (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the date such Incremental Term Loan is made (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (iiy) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date), (iii) the Borrower shall have demonstrated to the Administrative Agent’s reasonable satisfaction that the full amount of the respective Incremental Term Loans may be in compliance incurred without violating the terms of any other material debt of Holdings and its Subsidiaries and (iv) (x) calculations are made by the Borrower with respect to the covenants set forth in Section 7.11 Total Leverage Ratio, determined on a Pro Forma Basis as of the date last day of the Calculation Period most recently ended, and such calculations shall show a Total Leverage Ratio that is, with respect to the incurrence of Incremental Term Loans prior to July 1, 2012, less than or equal to 0.50 less than the maximum Total Leverage Ratio set forth in Section 10.09 for the Fiscal Quarter then most recently ended Test Period (orand, if no Test Period cited with respect to the incurrence of Incremental Terms Loans on or after July 1, 2012, less than or equal to 0.25 less than the maximum Total Leverage Ratio set forth in Section 7.11 has passed, the covenants in Section 7.11 10.09 for the first Test Period cited in such Section shall be satisfied Fiscal Quarter then most recently ended and (y) calculations are made by the Borrower with respect to the Interest Expense Coverage Ratio, determined on a Pro Forma Basis as of the last four quarters day of the Calculation Period most recently ended), in each caseand such calculations shall show an Interest Expense Coverage Ratio that is, as if such with respect to the incurrence of Incremental Term Loans prior to July 1, 2012, greater than or any borrowings under any such Revolving Commitment Increasesequal to 0.50 greater than the minimum Interest Expense Coverage Ratio set forth in Section 10.08 for the Fiscal Quarter then most recently ended and, as applicablewith respect to the incurrence of Incremental Term Loans on or after July 1, had been outstanding on 2012, greater than or equal to 0.25 greater than the last day of such fiscal quarter of minimum Interest Expense Coverage Ratio set forth in Section 10.08 for the Borrower for testing compliance therewith. Each Fiscal Quarter then most recently ended, (v) each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 5,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence) and (vi) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate executed by an Authorized Officer of the Borrower, (A) certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (v), inclusive, and (B) containing the calculations (in reasonable detail) required by the preceding clauses (iv) and (v). The Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans (a) shall not exceed $50,000,000. Each tranche of Incremental Term Loans shall rank pari passu in right of payment and of security with the Revolving Credit existing Loans and shall be treated substantially the Term Loanssame as the existing Loans (in each case, (b) shall not mature earlier than the Maturity Date including with respect to the Term Loans mandatory and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lendersvoluntary prepayments); provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless i) the interest rate margins applicable to the Incremental Term Loans or Revolving Credit may differ from that applicable to the existing Loans, respectivelybut if the “effective yield” applicable to a given tranche of Incremental Term Loans (which, for such purposes only, shall be deemed to take account of any interest rate benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (x) the weighted average life of such loans and (y) four years) payable to all Lenders providing such Incremental Term Loans but exclusive of any arrangement, structuring or other fees payable in connection therewith that are increased not shared with all Lenders providing such Incremental Term Loans) determined as of the initial funding date for such Incremental Term Loans exceeds the “effective yield” then applicable to any Loans or any other tranche of Incremental Term Loans (determined on the extent necessary to achieve the foregoing); provided that except same basis as provided abovein the preceding parenthetical, with the comparative determination to be made in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practice) by more than 0.50% (the amount of such excess being the “Yield Differential”), the terms and conditions Applicable Margin for such existing Loans (including, for the avoidance of doubt, Revolving Loans) subject to a Yield Differential shall automatically be increased by the Yield Differential effective upon the making of the applicable to Incremental Term Loans, (ii) the final stated maturity date for a given tranche of Incremental Term Loans may be materially different from those later (but not sooner) than the latest Maturity Date hereunder, (iii) the amortization requirements for a given tranche of the Incremental Term Loans may differ, so long as the average weighted life to maturity of such Incremental Term Loans is no shorter than the average weighted life to maturity applicable to the extent such differences are then outstanding Term Loans, and (iv) the other terms of a given tranche of Incremental Term Loans may differ if reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment IncreasesLoans. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b13.04(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Credit Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or Lenders, effect such amendments to this Agreement and the other Loan Credit 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, provided, however, that no such amendment shall amend, modify or supplement any matter described in the first or second proviso of Section 2.1413.12(a) without the consent of the requisite Lenders as provided in Section 13.12(a). The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 7 (it being understood that all references to “the Borrowing Date” or similar language in such Section 7 shall be deemed to refer to the 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 Loans only to finance a Permitted Acquisition or make Capital Expenditures and to pay fees and expenses related to such uses and to the incurrence of the Incremental Loans. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment IncreasesLoans, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Samples: Credit Agreement (Global Cash Access Holdings, Inc.)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or ), (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”) or (c) one or more increases in the amount of the Synthetic L/C Commitments (each such increase, a “Synthetic L/C Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithexist. Each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), each Revolving Commitment Increase 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), and each Synthetic L/C Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, (x) the aggregate amount of all Incremental Term Loans, all Revolving Commitment Increases and all Synthetic L/C Commitment Increases subsequent to the Closing Date shall not exceed $375,000,000 and (y) the aggregate amount of all Revolving Commitment Increases subsequent to the Closing Date shall not exceed $75,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans, the Synthetic L/C Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and Loans, (c) shall not have a Weighted Average Life to Maturity not shorter that is less than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans and (d) shall be determined by treated substantially the Borrower and same as the applicable new Lenders; providedTerm Loans (in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentAgent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof, subject to the limitation set forth in clause (c) above. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans Loans, Synthetic L/C Commitment Increases or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases and Synthetic L/C Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any Loan, each existing Revolving Credit Lender will have the right, but not an obligation, to provide a portion of any Revolving Commitment Increase and each existing Synthetic L/C Lender will have the right, but not an obligation, to provide a portion of any Synthetic L/C Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution approved by the Borrower (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, each L/C Issuer and/or Swing Line Lender, as applicable, (in the case of a Revolving Commitment Increase) and the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any or Synthetic L/C Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments or Synthetic L/C Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans Loans, Synthetic L/C Commitment Increases and Revolving Commitment Increases shall become Commitments (or in the case of (x) a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment or (y) a Synthetic L/C Commitment Increase to be provided by an existing Synthetic L/C Lender, an increase in such Lender’s applicable Synthetic L/C Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, the applicable L/C Issuer (in the case of an increase of a Revolving Commitment Increase or a Synthetic L/C Commitment Increase) and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment and borrowing of the applicable Incremental Term Loan) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases and Letters of Credit issued pursuant to the Revolving Commitment Increases and Synthetic L/C Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases or Synthetic L/C Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14Section, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Revolving Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Revolving Letters of Credit and (ii) participations hereunder he reunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.Increase
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Incremental Credit Extensions. (a) The Borrower may at At any time or and from time to time after time, subject to the Closing Dateterms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more tranches of term A loans (athe "Incremental Term A Loans") or term B loans (the "Incremental Term B Loans" and, together with the Incremental Term A Loans, the "Incremental Term Loans"), one or more increases in any Class of Term Loans or Incremental Term Loans (the "Incremental Term Loan Increases"), one or more additional revolving credit facility tranches or additions to an existing tranche of term loans (the “"Incremental Term Loans”Revolving Facilities") and/or (b) or one or more increases in the amount of the Revolving Credit Commitments on (the same terms as "Incremental Revolving Commitments"; together with the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment Increase”)Incremental Term Loans, in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Increases and the Incremental Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn)Facilities, the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000"Incremental Facilities"); provided that (i) both at the time of any each such request and upon the effectiveness of any each Incremental Amendment referred to belowFacility Amendment, no Event of Default has occurred and is continuing or shall exist result therefrom and at the time (ii) after giving Pro Forma Effect thereto (assuming that any such Incremental Term Loan is made (Revolving Facilities or Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect thereto) no Event of Default shall exist and (ii) to any Specified Transaction consummated in connection therewith, the Nexstar Borrower shall be is in compliance with the covenants set forth in Section 7.11 determined (on a Pro Forma Basis Basis) with the Consolidated First Lien Net Leverage Ratio and the Consolidated Total Net Leverage Ratio Financial Covenants as of the date end of the most recently ended recent Test Period (or, as if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for incurrence of such Incremental Facility had occurred on the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentenceTest Period). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Original Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the any Class of Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended)Period, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding and fully borrowed on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed the sum of $50,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Latest Maturity Date with respect of any Loans outstanding at the time of Incurrence of such Incremental Term Loans and shall have a weighted average life to maturity no shorter than the weighted average life to maturity of the Term B-2 Loans and the Term B-3 Loans (except by virtue of amortization of or prepayment of such Term B-2 Loans or the Term B-3 Loans prior to such date of determination), and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) except as set forth above, amortization for the Incremental Term Loans shall be determined by treated substantially the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, same as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.X-0 Xxxxx
Appears in 1 contract
Samples: Credit Agreement (CRC Health CORP)
Incremental Credit Extensions. (a) The Parent Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or ), (b) one or more increases in the amount of the US$ Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “US$ Revolving Commitment Increase”) or (c) one or more increases in the amount of the Multicurrency Revolving Commitments (each such increase, a “Multicurrency Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon after giving effect to the effectiveness of any Incremental Amendment referred to belowbelow (including, no Event in the case of Default shall exist and at the time that any such Incremental Term Loan is made (and Loan, after giving effect thereto) ), no Default or Event of Default shall exist and (ii) the Parent Borrower shall be in compliance with the covenants set forth in Section 7.11 7.1 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied pro forma basis as of the last four quarters ended)day of the most recent fiscal quarter for which financial statements have been delivered hereunder, in each case, as if such Incremental Term Loans Loans, US$ Revolving Commitment Increases or any borrowings under any such Multicurrency Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewiththerewith and after giving effect to the intended use of proceeds thereof. Each tranche of (i) Incremental Term Loans Loans, each US$ Revolving Commitment Increase and each Multicurrency Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 50,000,000 if (x) such amount represents all remaining availability under the limit set forth in the next sentence or (y) if otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans, the US$ Revolving Commitment Increases and (ii) the Multicurrency Revolving Commitment Increases shall be in an aggregate principal amount that is not less than exceed $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence)350,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the US$ Term Loans. Each notice (each, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any an “Incremental Facility andActivation Notice”) from the Parent Borrower pursuant to this Section 2.24, subject to clause (c) above, amortization for the Incremental Term Loans which shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are in form reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 , shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans Loans, US$ Revolving Commitment Increases or Multicurrency Revolving Commitment Increases, including, in the case of Incremental Term Loans, (i) the applicable Incremental Term Maturity Date, (ii) the amortization schedule, if any, for such Incremental Term Loans, (iii) the Applicable Margin for such Incremental Term Loans and (iv) the proposed original issue discount applicable to such Incremental Term Loans, if any. Incremental Term Loans may be made, and US$ Revolving Commitment Increases or Multicurrency Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such US$ Revolving Commitment Increases to the extent any or Multicurrency Revolving Commitment Increases if such consent would be required under Section 10.07(b) 10.6 for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans Loans, US$ Revolving Commitment Increases and Multicurrency Revolving Commitment Increases shall become Commitments (or in the case of a US$ Revolving Commitment Increase or a Multicurrency Revolving Commitment Increase to be provided by an existing Lender with a US$ Revolving Credit LenderCommitment or a Multicurrency Revolving Commitment, as applicable, an increase in such Lender’s applicable US$ Revolving Credit Commitment or Multicurrency Revolving Commitment, as applicable) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed (in the case of such amendment to this Agreement) by the Parent Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Any Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 Parent Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the (i) execution of a New Lender Supplement by each Lender not previously party to this Agreement, and (ii) satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.145.2 and, if applicable Section 5.3 (it being understood that all references to “the date of such extension of credit” or similar language in such Section 5.2 and, if applicable, Section 5.3, shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Parent Borrower may use the proceeds of the Incremental Term Loans, US$ Revolving Commitment Increases and Multicurrency Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans Loans, US$ Revolving Commitment Increases or Multicurrency Revolving Commitment Increases, unless it so agrees. Upon each increase in the US$ Revolving Credit Commitments or the Multicurrency Revolving Commitments, if any, pursuant to this Section 2.14Section, (a) if the increase relates to the each Lender with a US$ Revolving Credit Facility, each Revolving Credit Lender Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the US$ Revolving Commitment Increase (each, each a “US$ Revolving Commitment Increase Lender”)) in respect of such increase, and each such US$ Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Lender with a US$ Revolving Credit Lender Commitment (including each such US$ Revolving Commitment Increase Lender) will equal the percentage of the aggregate US$ Revolving Credit Commitments of all Lenders with US$ Revolving Credit Lenders Commitments represented by such Revolving Credit Lender’s US$ Revolving Credit Commitment and (b) if, on the date of such increase, there are any US$ Revolving Credit Loans under the applicable Facility or Multicurrency Revolving Loans outstanding, such US$ Revolving Credit Loans or Multicurrency Revolving Loans, as applicable, shall on or prior to the effectiveness of such US$ Revolving Commitment Increase or Multicurrency Revolving Commitment Increase, as applicable, be prepaid from the proceeds of additional US$ Revolving Credit Loans or Multicurrency Revolving Loans, as applicable, made hereunder (reflecting such increase in US$ Revolving Credit Commitments or Multicurrency Revolving Commitments, as applicable), which prepayment shall be accompanied by accrued interest on the US$ Revolving Credit Loans or Multicurrency Revolving Loans, as applicable, being prepaid and any costs incurred by any Lender in accordance with Section 3.052.20. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at (i) At any time or and from time to time after the Closing Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy make available to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (b) effect one or more increases in the aggregate amount of the any Class of Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such from Additional Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000)Lenders; provided that (i) both at the time of any each such request and upon the effectiveness of any each Incremental Amendment referred to belowRevolving Facility Amendment, (A) no Default or Event of Default shall exist have occurred and be continuing or shall result therefrom, (B) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clause (A) above, together with reasonably detailed calculations demonstrating compliance with clause (y) of the definition of “Incremental Cap” below to the extent applicable and (C) each Revolving Commitment Increase shall be on the same terms (including interest rate margins and maturity) governing the Revolving Commitments pursuant to this Agreement. Notwithstanding anything to contrary herein, at the time that of effectiveness of any such Incremental Term Loan is made given Revolving Commitment Increase, the sum of (and i) the aggregate principal amount of the Revolving Commitment Increases entered into after giving effect thereto) no Event of Default shall exist the Effective Date and (ii) the Borrower aggregate principal amount of all Term Commitment Increases incurred after the Effective Date shall be in compliance with not exceed the covenants set forth in Section 7.11 determined sum of (x) $163,000,000 and (y) up to an additional amount such that at the time of such incurrence and after giving effect thereto on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passedBasis, the covenants in Section 7.11 Consolidated First Lien Leverage Ratio is less than or equal to 2.75 to 1.00 (provided that (i) for purposes of calculating the first Test Period cited in such Section Consolidated First Lien Leverage Ratio, any Revolving Commitment Increase being entered into shall be satisfied as assumed to be fully drawn and (ii) the proceeds of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on Increase or Term Commitment Increase being implemented and any such substantially concurrent Revolving Commitment Increases and Term Commitment Increases shall not be netted from Consolidated First Lien Debt) (the last day of such fiscal quarter of the Borrower for testing compliance therewith“Incremental Cap”). Each tranche of (i) Incremental Term Loans Revolving Commitment Increase shall be in an aggregate a minimum principal amount that is not less than of $10,000,000 5,000,000 and shall be in an increment integral multiples of $1,000,000 in excess thereof (thereof; provided that such amount may be less than $1,000,000 5,000,000 if such amount represents all the remaining availability under the limit set forth in Incremental Cap. For the next sentence and (ii) Revolving Commitment Increases avoidance of doubt, no Lender shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that required to provide any such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ai) one or more additional tranches of term loans or additions to an increase in one or more existing tranche tranches of term loans (the “Incremental Term Loans”) and/or or (bii) one or more increases in the amount of the Dollar Revolving Credit Commitments on the same terms as the or Multicurrency Revolving Credit Facility Commitments (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Credit Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (ix) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made or any Revolving Credit Commitment Increase becomes effective (and after giving effect thereto) no Default or Event of Default shall exist and (iiy) at the time of any request and as of the date an Incremental Term Loan is made, the Borrower shall would be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith7.1. Each tranche of (i) Incremental Term Loans and each Revolving Credit Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans, when added to the aggregate amount of Revolving Credit Commitment Increases, shall not exceed $250,000,000, and the aggregate amount of Revolving Credit Commitment increases shall not exceed $125,000,000. Each tranche of Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the any existing Term Loans, (b) shall not mature earlier than the Maturity Date maturity date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-any existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) except as set forth above, amortization for shall be treated substantially the Incremental same as the existing Term Loans shall be determined by the Borrower (in each case, including with respect to mandatory and the applicable new Lendersvoluntary prepayments); provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that i) except as provided abovein preceding clauses (a), (b) and (c), the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 (ii) the Borrower, interest rates and amortization schedule applicable to effect the provisions of this Section 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied determined by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent Borrower and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentencelenders thereof.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Syndication Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ax) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or in an aggregate amount not to exceed $820,000,000 or (by) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment Increase”), ) in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); 25,000,000, provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist exist, (ii) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, all of the representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date), and (iiiii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 and the Total Leverage Ratio shall not exceed 3.00:1.00 in the case of any Incremental Amendment entered into after the First Amendment Effective Date, in each case determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any Revolving Loans available pursuant to such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Samples: Credit Agreement (Trinseo S.A.)
Incremental Credit Extensions. (a) The Borrower may at At any time or and from time to time after the Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy make available to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (b) effect one or more increases in the aggregate amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such from Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000)Lenders; provided that (i) both at the time of any each such request and upon the effectiveness of any each Incremental Amendment referred to belowRevolving Facility Amendment, no Event of Default (A) the conditions set forth in Section 4.02 shall exist and at the time that any such Incremental Term Loan is made be satisfied, (and after giving effect thereto) no Event of Default shall exist and (iiB) the Borrower shall be in compliance on a Pro Forma Basis (before and after giving effect to any such Revolving Commitment Increase and 1WEIL:\98776409\2\27507.0003WEIL:\98776409\2\27507.0003 NAI-1532775236v11532775236v9 84 Blue Bird Body Company Credit Agreement assuming that such Revolving Commitment Increase is fully drawn) with the covenants set forth Financial Performance Covenant (i) in the case of Section 7.11 determined 6.10(a) and (b), on a Pro Forma Basis as of the date last day of the most recently ended Test Period (orwith any proceeds of any Incremental Revolving Increase and anyor Cure Amounts to be excluded for purposes of the cash component of the Total Net Leverage Ratio), if no Test Period cited (ii) in the case of Section 7.11 has passed6.10(c), on the covenants applicable date most recently tested (with any proceeds of any Incremental Revolving Increase or Cure Amounts to be excluded for purposes of the calculation of such Liquidity) and (iii) in the case of Section 7.11 6.10(d), for the first Test Period cited most recently ended applicable three-month period, (C) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in such Section shall be satisfied as of the last four quarters ended)clauses (A) and (B) above, in each case, as if such Incremental Term Loans or any borrowings under any together with reasonably detailed calculations demonstrating compliance with clause (B) above and (D) such Revolving Commitment Increases, as applicable, had been outstanding Increase shall be on the last day of such fiscal quarter of same terms (other than any upfront fees) governing the Borrower for testing compliance therewithRevolving Commitments pursuant to this Agreement. Each tranche Notwithstanding anything to contrary herein, (A) the sum of (i) Incremental Term Loans shall be in an the aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence Revolving Commitment Increases and (ii) Revolving the aggregate principal amount of all Term Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under exceed the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans Cap and (cB) shall have a Weighted Average Life to Maturity not shorter no more than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing four such Revolving Commitment Increases to and Term Commitment Increases, taken together, may be made during the extent any such consent would be required under Section 10.07(b) for an assignment term of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lenderthis Agreement. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Each Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically a minimum principal amount of $5,000,000 and without further act be deemed to have assigned to each Lender providing a portion integral multiples of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed ($5,000,000 in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceexcess thereof.
Appears in 1 contract
Samples: Credit Agreement (Blue Bird Corp)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans Tranche A Term Loans (the “Incremental Tranche A Term Loans”), Tranche B Term Loans (the “Incremental Tranche B Term Loans” and, together with the Incremental Tranche A Term Loans, the “Incremental Term Loans”) and/or or revolving credit commitments (bthe “Incremental Revolving Credit Loans”) one or more increases in the aggregate amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase a “Revolving Commitment Increase”; together with the Incremental Revolving Credit Loans, the “Incremental Revolving Facilities”) under the Facilities (each, an “Incremental Facility”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made or Incremental Revolving Facility becomes effective (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants covenant set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on Facility and the last day of such fiscal quarter the most recent Test Period. The aggregate amount of the Borrower for testing compliance therewith. Each tranche Incremental Facilities shall not exceed the greater of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence 250,000,000 and (ii) Revolving Commitment Increases an amount such that, after giving pro forma effect to the Incremental Facility, the First Lien Leverage Ratio shall not exceed 3.75:1.00 (which, solely for purposes of determining the First Lien Leverage Ratio pursuant to this clause (ii), any Indebtedness incurred or proposed to be incurred under such Incremental Facility shall be in an aggregate principal amount that is not less than $5,000,000 and shall deemed to be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentencefirst-lien Indebtedness). The Incremental Term Loans Facilities (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) (x) in the case of a Revolving Commitment Increase, shall mature on the Maturity Date of the Revolving Credit Facility and (y) shall not mature earlier than the Maturity Date with respect to of (1) the Tranche A Term Loans Facility, in the case of Incremental Tranche A Term Loans, and (2) the Tranche B Term Facility, in the case of Incremental Tranche B Term Loans, (c) shall have a Weighted Average Life to Maturity not no shorter than the remaining Weighted Average Life to Maturity of then-existing (1) the Tranche A Term Facility, in the case of Incremental Tranche A Term Loans, and (2) the Applicable Rate for any Tranche B Term Facility, in the case of Incremental Facility andTranche B Term Loans, subject to clause (cd) except as set forth above, amortization for shall be treated substantially the same as (and in any event, no more favorably than) (1) the Revolving Credit Facility, in the case of Incremental Revolving Credit Loans, (2) the Tranche A Term Loans, in the case of Incremental Tranche A Term Loans shall be and (3) the Tranche B Term Loans, in the case of Incremental Tranche B Term Loans (in each case, other than with respect to pricing, amortization and maturity), and (e) will accrue interest at rates determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any lenders providing such Incremental Facility, shall not which rates may be greater higher or lower than the Effective Yield with respect rates applicable to Term Loans or (1) the Revolving Credit Facility, in the case of Incremental Revolving Credit Loans, as (2) the Tranche A Term Loans, in the case may be plus 50 basis points (unless the interest rate margins applicable to the of Incremental Tranche A Term Loans or Revolving Credit and (3) the Tranche B Term Loans, respectively, are increased to in the extent necessary to achieve the foregoing)case of Incremental Tranche B Term Loans; provided that except as provided above, the terms and conditions applicable with respect to any Incremental Term Loans may be materially different from those incurred after the Closing Date and until the second anniversary after the Closing Date, if the sum of the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans (with such upfront or similar fees or original issue discount being equated to interest based on an assumed four-year life to maturity) but excluding customary arrangement or commitment fees paid to the extent arrangers thereof) and any “LIBOR floor” (such differences are reasonably satisfactory sum, the “Incremental Rate”) applicable to such Indebtedness relating to the Administrative AgentIncremental Term Loans (1) exceeds, in the case of Incremental Tranche A Term Loans, the sum of the Applicable Rate and Adjusted LIBOR (such sum, the “Tranche A Rate”) relating to the Tranche A Term Loans by more than 0.50%, the Applicable Rate relating to the Tranche A Term Loans shall be adjusted such that the Tranche A Rate is equal to the Incremental Rate relating to the applicable Incremental Tranche A Term Loans minus 0.50%, and (2) exceeds, in the case of Incremental Tranche B Term Loans, the sum of the Applicable Rate and Adjusted LIBOR (such sum, the “Tranche B Rate”) relating to the Tranche B Term Loans by more than 0.50%, the Applicable Rate relating to the Tranche B Term Loans shall be adjusted such that the Tranche B Rate is equal to the Incremental Rate relating to the applicable Incremental Tranche B Term Loans minus 0.50%. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Commitment IncreasesFacility. Incremental Term Loans and Incremental Revolving Facilities may be made, and Revolving Commitment Increases may be provided, provided by any existing Lender (but and each existing Tranche A Term Lender will have the right, but not have an obligation obligation, to make provide a portion of any Incremental Tranche A Term Loan or any Loan, each existing Tranche B Term Lender will have the right, but not an obligation, to provide a portion of any Incremental Tranche B Term Loan, and each existing Revolving Commitment IncreaseCredit Lender will have the right, but not an obligation, to provide a portion of any Incremental Revolving Facility, in each case, on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such and Incremental Revolving Commitment Increases to the extent any Facility if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Incremental Revolving Commitment Increases Facilities shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the 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 Loans and the Incremental Revolving Facilities for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Commitment Increases, Facilities unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches Classes or additions to an existing tranche Class of term loans Term Loans (the “Incremental Term Loans” and any such Class, an “Incremental Series”) and/or or (b) one or more increases in the amount of the Tranche 2 Revolving Credit Commitments on the same terms as the Tranche 2 Revolving Credit Facility (except for interest rate margins and commitment fees as set forth belowfees) (a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 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 amount of the Incremental Term Loans and the Revolving Commitment Increases, when aggregated with the amount of Permitted Notes issued in reliance on Section 7.03(s)(i) and Section 7.03(s)(ii)(x), shall not exceed (x) $350,000,000 (the “Initial Incremental Amount”) plus (y) the Borrower may incur additional Incremental Term Loans and/or Revolving Commitment Increases (a “Ratio-Based Incremental Facility”) so long as the Borrower’s First Lien Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Revolving Commitment Increase) had been outstanding on the last day of such four quarter period, shall not exceed 3.50 to 1.00. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans; provided that any Incremental Term Loans ranking junior in right of payment and security shall be deemed to rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term LoansLoans for purposes of calculating the First Lien Secured Leverage Ratio with respect to any incurrence of a Ratio-Based Incremental Facility, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and B-23 Loans, (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, B-23 Loans and (d) the Applicable Rate for any the Incremental Facility andTerm Loan, and subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that if any such additional Incremental Term Loans are requested prior to November 14, 2014,the date that is eighteen (18) months after the Amendment No. 7 Effective Yield Date (i) the interest rate margins for any the Incremental Facility, Term Loans shall not be greater than the Effective Yield highest interest rate margins that may, under any circumstances, be payable with respect to Term B-23 Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term B-23 Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing), (ii) solely for purposes of the foregoing clause (i), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower generally to the Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity and (iii) if the lowest permissible Eurocurrency Rate is greater than 0.75% or the lowest permissible Base Rate is greater than 1.75% for such Incremental Term Loans, the difference between such “floor” and 0.75%, in the case of Eurocurrency Rate Incremental Term Loans, or 1.75%, in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of clause (i) above; provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
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Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ai) one or more additional tranches of term loans or additions to an increase in one or more existing tranche tranches of term loans (the “Incremental Term Loans”) and/or or (bii) one or more increases in the amount of the Dollar Revolving Credit Commitments on the same terms as the or Multicurrency Revolving Credit Facility Commitments (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Credit Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (ix) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made or any Revolving Credit Commitment Increase becomes effective (and after giving effect thereto) no Default or Event of Default shall exist and (iiy) at the time of any request and as of the date an Incremental Term Loan is made, the Borrower shall would be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith7.1. Each tranche of (i) Incremental Term Loans and each Revolving Credit Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans, when added to the aggregate amount of Revolving Credit Commitment Increases, shall not exceed $275,000,000, and the aggregate amount of Revolving Credit Commitment increases shall not exceed $150,000,000. Each tranche of Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the any existing Term Loans, (b) shall not mature earlier than the Maturity Date maturity date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-any existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) except as set forth above, amortization for shall be treated substantially the Incremental same as the existing Term Loans shall be determined by the Borrower (in each case, including with respect to mandatory and the applicable new Lendersvoluntary prepayments); provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that i) except as provided abovein preceding clauses (a), (b) and (c), the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 (ii) the Borrower, interest rates and amortization schedule applicable to effect the provisions of this Section 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied determined by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent Borrower and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentencelenders thereof.
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Incremental Credit Extensions. (a) The Borrower may at any time or from time to time on one or more occasions after the Closing Delayed Draw Term Commitment Expiration Date, by written notice delivered to the First Lien Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ai) one or more additional tranches or additions to an existing tranche Classes of term loans (the each, a “First Lien Incremental Term LoansFacility”) and/or additional term loans of the same Class of any existing Class of term loans (each, a “First Lien Incremental Term Increase”) and/or (bii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility of any Class (except for interest rate margins and commitment fees as set forth below) (each such increase, a “First Lien Incremental Revolving Commitment Increase”, together with the First Lien Incremental Term Loans, the “First Lien Incremental Facilities”); provided that, in an aggregate principal amount not both at the time of any such request and after giving effect to exceed the effectiveness of any First Lien Incremental Facility Amendment referred to below and at the time that any such First Lien Incremental Term Loan or First Lien Incremental Revolving Commitment Increase is made or effected, (x) $135,000,000 subject to Section 1.06 in the case of any Limited Condition Transaction, no Event of Default shall have occurred and be continuing (except, in the case of the incurrence or provision of any First Lien Incremental Facility in connection with a Limited Condition Transaction, no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing at the time of funding of such First Lien Incremental Facility), (y) the Borrower is in Pro Forma Compliance with the Financial Performance Covenant (for the avoidance of doubt, it is agreed that the determination of such additional amount so long as ratio is subject to the Limited Condition Transaction provisions) and (z) the Proved Reserves Coverage Ratio of the Borrower, calculated on a Pro Forma Basis after giving effect to the incurrence of the First Lien Incremental Facilities and any acquisition or Investment consummated in connection therewith and all other appropriate pro forma adjustments (for the avoidance of doubt, it is agreed that the determination of such ratio is subject to the Limited Condition Transaction provisions), shall not exceed 1.75:1.00 for the most recently ended Test Period. Notwithstanding anything to the contrary herein, the aggregate principal amount of the First Lien Incremental Facilities that can be incurred at any time shall not exceed $50,000,000. Each First Lien Incremental Term Loan or any borrowing under shall be in a minimum principal amount of $2,000,000 and integral multiples of $500,000 in excess thereof (unless the Borrower and the First Lien Administrative Agent otherwise agree); provided that such Revolving Commitment Increase (and for purposes amount may be less than $2,000,000 if such amount represents all the remaining availability of any calculations under this Section 2.14 (A) the cash proceeds aggregate principal amount of such First Lien Incremental Term Loans shall be excluded for purposes of calculating Consolidated set forth above. Each First Lien Net Debt and (B) all Incremental Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans shall be in an aggregate minimum principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 and integral multiples of $250,000 in excess thereof (unless the Borrower and the First Lien Administrative Agent otherwise agree); provided that such amount may be less than $1,000,000 if such amount represents all the remaining availability of the aggregate principal amount under the limit set forth in the next sentence and (ii) First Lien Incremental Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Samples: First Lien Credit Agreement (Brigham Minerals, Inc.)
Incremental Credit Extensions. (a) The Borrower Borrowers may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request request, in the case of Dollarama (a) one or more additional tranches or additions to an existing tranche of U.S. Dollar denominated term loans (the “Incremental U.S. Dollar Term Loans”), (b) one or more additional tranches of Canadian Dollar denominated term loans (the “Incremental Canadian Dollar Term Loans”, and together with any Incremental U.S. Dollar Term Loans, the “Incremental Term Loans”) and/or or in the case of any Borrower, (bc) one or more increases in the amount of the Revolving Credit Commitments on relating to Canadian Dollar denominated loans to be made available to the same terms as Borrower (the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the applicable Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in fiscal quarter of such Section shall be satisfied as of the last four quarters ended), in each case, Borrower as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the such Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess CA$25,000,000 (or the U.S. Dollar equivalent thereof as determined by the Agents) (provided that (i) with respect to any tranche of Incremental Term Loans that will not be incorporated into a tranche of existing Term Loans, such amount may not be less than CA$50,000,000 (or the U.S. Dollar equivalent thereof as determined by the Agents) and (ii) such amount may be less than $1,000,000 if such amount represents all remaining availability under CA$25,000,000 (or the limit set forth in U.S. Dollar equivalent thereof as determined by the next sentence and (iiAgents) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and Revolving Commitment Increases shall not together exceed CA$150,000,000 (or the U.S. Dollar equivalent thereof as determined by the Agents). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to to, in the case of any Incremental Canadian Dollar Term Loans, the Term Loans A Facility and with respect to any Incremental U.S. Dollar Term Loans, the Term B Facility (but may have nominal amortization prior to such date), (c) except as set forth above, shall have a Weighted Average Life to Maturity not shorter than be treated substantially the remaining Weighted Average Life to Maturity of then-existing same as (and in any event no more favorably than) the Term A Loans or Term B Loans, and the Applicable Rate for any Incremental Facility andas applicable (in each case, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loanscovenants, respectivelyguarantees and collateral), are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans maturing after the Maturity Date with respect to the Term A Facility or Term B Facility, as applicable, may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date with respect to the Term A Facility or Term B Facility, as applicable, (ii) the Incremental Term Loans may be materially different from those priced differently than the Term Loans, and (iii) the terms of the Incremental Term Loans and Revolving Commitment Increases (including with respect to maturity, amortization and mandatory prepayments) shall be structured to avoid any Canadian withholding tax on interest payments thereon; provided further that (i) if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to any Incremental Term Loans exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the Term Loans) relating to the Term Loans immediately prior to the extent such differences are reasonably satisfactory effectiveness of the applicable Incremental Amendment by more than 0.50%, the Applicable Rate relating to the Administrative AgentTerm Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. Each notice from the Borrower Dollarama pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment IncreasesLoans. Incremental Term Loans may be made, and Revolving Commitment Credit Increases may be provided, made by any existing Lender (but and each existing Term Lender will have the right to make a portion of any Incremental Term Loan on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Agents); provided that the Agents shall have consented (not have to be unreasonably withheld) to such Lender’s making such Incremental Term Loans if such consent would be required under Section 10.07(a) for an obligation assignment of Loans to such Lender and provided, further that Revolving Commitment Increases and Incremental Canadian Dollar Term Loans shall not be held by any Foreign Lender without the consent of Dollarama. Each existing Lender shall, by notice to the applicable Borrower and the Agents given not later than 10 days after the date of the Agents’ notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Incremental Term Loan or any provide a portion of any Revolving Commitment Increase) , or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the existing Lenders shall have agreed pursuant to the preceding sentence to make Incremental Term Loans or to provide Revolving Commitment Increase, as applicable, in an aggregate amount less than the amount requested by the applicable Borrower, the Incremental Term Loans may be made, and any Revolving Commitment Increase may be provided, by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b10.07(a) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Additional Lender or Additional Lenderand provided, further that Revolving Commitment Increases and Incremental Canadian Dollar Term Loans shall not be held by any Foreign Lender without the consent of Dollarama. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the applicable Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative AgentAgents. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 BorrowerAgents, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Closing Date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. Subject to the minimum principal amount requirements specified above in this Section 2.14, no more than eight Incremental Facility Closing Dates may be selected by the Borrowers. No Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, Increases unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14Section, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment prepayments shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred incurring by any Lender in accordance with Section 3.05. The Administrative Agent Agents and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Dollarama CORP)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended)Period, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans, when added to the aggregate amount of Revolving Commitment Increases, shall not exceed $75,000,000. Each tranche of Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans, (c) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (cd) shall have a Weighted Average Life to Maturity not shorter of no less than the remaining Weighted Average Life to Maturity of then-existing as then in effect for the Term Loans, and the Applicable Rate for any Incremental Facility andprovided further that (i) except as provided in preceding clauses (a), subject to clause (b), (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoingd); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentArrangers and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any Loan, and each existing Revolving Credit Lender will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.15 and otherwise in a form reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the 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 Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14Section, (aA) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (bB) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, request (a) one or more additional tranches or additions to an existing tranche of term loans under this Agreement (the “Incremental Term Loans”) and/or (b) one ” or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment Credit Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and or would exist immediately after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans Credit Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided or such lower amount that such amount may be less than $1,000,000 if such amount either represents all remaining availability under the limit set forth in the next sentence or is acceptable to the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the Credit Increases shall not exceed (A) $100,000,000 minus the aggregate principal amount of any Additional Pari Passu Notes and First Lien Additional Indebtedness incurred on or prior to the applicable Incremental Facility Closing Date plus (B) such additional amount that may be incurred if after giving effect to such Credit Increase and any contemporaneous Additional Pari Passu Notes (but without netting of any proceeds received as cash or Cash Equivalents from such Credit Increase and any Additional Pari Passu Notes for purposes of clause (ii) Revolving Commitment Increases of the definition of Consolidated Secured Debt Ratio) and the use of the proceeds thereof, the Consolidated Secured Debt Ratio on a Pro Forma Basis shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans or equal to 6.25 to 1.00; provided further, that (a1) Credit Increases shall rank pari passu in right of payment and of with respect to security with and have the Revolving Credit Loans and same guarantees as the then-existing Term Loans, (b2) Incremental Term Loans shall not mature earlier than the Term Loan Maturity Date with respect to the Date, (3) Incremental Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the then-existing Term Loans, (4) Incremental Term Loans shall be treated in the same manner as the Term Loans for purposes of Section 2.13(e), (5) no Credit Increase shall have an Applicable Percentage (or other interest rate spread equivalent) applicable to the Incremental Term Loans that exceeds the Applicable Percentage then existing with respect to the Term Loans by more than 0.25% per annum unless the Applicable Percentage with respect to the Term Loans is increased so that the Applicable Percentage (or other interest rate spread equivalent) applicable to the Incremental Term Loans does not exceed the Applicable Percentage then existing with respect to the Term Loans by more than 0.25% per annum; provided that in determining the Applicable Percentage (or other interest rate spread equivalent) applicable to the Term Loans and the Applicable Rate for any Incremental Facility andTerm Loans, subject (x) original issue discount (“OID”) or upfront or similar fees (which shall be deemed to clause constitute like amounts of OID) payable by the Borrower to the Term Lenders or with respect to the Incremental Term Loans in the primary syndication thereof shall be included (cwith OID being equated to interest based on an assumed four-year life to maturity or, if less, the remaining life to maturity of the Incremental Term Loans), (y) above, amortization for customary arrangement or commitment fees payable to the Arrangers (or their Affiliates) in connection with the Term Loans or to one or more arrangers (or their Affiliates) of the Incremental Term Loans shall be determined by excluded and (z) if the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Eurodollar rate in respect of such Incremental Facility, shall not be Term Loans includes a floor greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins floor applicable to the Term Loans or Revolving Credit under the definition of “Adjusted Eurodollar Rate”, such excess amount shall be equated to interest rate spread for purposes of determining any increase to the Applicable Percentage applicable to the Term Loans, respectivelyto the extent an increase in the interest rate floor in the then-existing Term Loans would cause an increase in the interest rate then in effect thereunder, are and in such case the interest rate floor (but not the interest rate margin) applicable to the then-existing Term Loans shall be increased to the extent necessary to achieve of such differential between interest rate floors and (6) shall have such other terms as may be agreed between the foregoing); provided that except as provided above, Borrower and the terms and conditions applicable to Additional Lenders providing such Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative AgentLoan. Each notice from the Borrower pursuant to this Section 2.14 2.24 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment IncreasesCredit Increase. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), ; provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, relevant Persons under Section 9.04(b) shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any Loans, if such consent would be required under Section 10.07(b9.04(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Samples: Credit Agreement (Blackboard Inc)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time on one or more occasions after the Closing Date, by written notice delivered to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ai) one or more additional tranches Classes of term loans or additions to an additional term loans of the same Class of any existing tranche Class of term loans (the “Incremental Term Loans”) and/or (bii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a each such increase, an “Incremental Revolving Commitment Increase”)” and, in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to together with the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn)Loans, the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000“Incremental Facilities”); provided that that, (ix) both at the time of any such request and upon after giving effect to the effectiveness of any Incremental Facility Amendment referred to belowbelow and (y) at the time that any such Incremental Term Loan or Incremental Revolving Commitment Increase is made or effected, (i) no Event of Default shall exist have occurred and be continuing; provided further that, in the case of Incremental Term Loans the proceeds of which will be used to finance a Limited Condition Acquisition, for purposes of clause (y) above, (1) no Event of Default shall have occurred and be continuing at the time that the definitive documentation with respect to such Limited Condition Acquisition is entered into by the parties thereto and (2) no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and made, (ii) [reserved], and (iii) subject to customary “SunGard” provisions in the Borrower case of an Incremental Term Loan the proceeds of which shall be in compliance with used to fund a Limited Condition Acquisition, each of the covenants representations and warranties made by any Loan Party set forth in Section 7.11 determined Article III hereof and in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on a Pro Forma Basis and as of the date of the most recently ended Test Period effectiveness of any Incremental Facility Amendment with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (orin all respects, if no Test Period cited in Section 7.11 has passedas the case may be) as of such earlier date. Notwithstanding anything to contrary herein, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as aggregate principal amount of the last four quarters ended), in each case, as if Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithtime. Each tranche of (i) Incremental Term Loans Facility shall be in an aggregate a minimum principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 2,000,000 and integral multiples of $500,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $1,000,000 2,000,000 as the case may be, if such amount represents all the remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit Incremental Facilities set forth in the next sentence)above. (b) (i) The Incremental Term Loans (a) (x) shall rank pari passu equal or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (y) shall be secured on a pari passu or junior basis only by the Collateral securing the Secured Obligations or shall be unsecured and if secured, shall be subject to an Intercreditor Agreement and (z) shall only be guaranteed by the Loan Parties; provided that any Incremental Term Loans that rank junior in light of payment or security to the Initial Term Loans shall be established as a separate facility, (b) shall not with respect to Incremental Term Loans that are secured on a pari passu basis with the Initial Term Loans, mature earlier than the Term Maturity Date and (y) with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make that secured on a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.junior
Appears in 1 contract
Incremental Credit Extensions. (a) The U.S. Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans to be borrowed by the U.S. Borrower (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and the U.S. Borrower shall be in Pro Forma Compliance with the Financial Covenant and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the U.S. Borrower shall be in compliance Pro Forma Compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithFinancial Covenant. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and Revolving Commitment Increases made pursuant to this Section 2.14, shall not exceed $250,000,000. Each tranche of Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the U.S. Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans, (c) except as set forth below with respect to amortization, shall be treated substantially the same as the U.S. Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (cd) shall have a Weighted Average Life to Maturity not shorter of no less than the remaining Weighted Average Life to Maturity of then-existing as then in effect for the U.S. Term Loans, and the Applicable Rate for any Incremental Facility andprovided that (i) except as provided in preceding clauses (a), subject to clause (b), (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoingd); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the U.S. Term Loans to the extent such differences are reasonably satisfactory acceptable to the Arrangers and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the U.S. Borrower and the lenders in respect of the Incremental Term Loans; provided, further, however, that if the effective “interest rate margin” for such Incremental Term Loans as of the Incremental Facility Closing Date therefor (which “interest rate margin”, for such purposes only, shall be determined by the Administrative AgentAgent and deemed to include all upfront or similar fees and/or original issue discount (amortized over the shorter of (x) the life of such Incremental Term Loans and (y) the four years following the date of incurrence of such Incremental Term Loans) payable to all Lenders providing such Incremental Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Term Loans) exceeds the effective “interest rate margin” then applicable to the then outstanding Term Loans of any Tranche (as such “interest rate margin” shall have been determined by the Administrative Agent on the same basis as provided in the immediately preceding parenthetical) by more than 0.50% per annum, then the Applicable Rate for the then outstanding Term Loans of each such Tranche shall be increased to the Applicable Increased Term Loan Rate for the Incremental Term Loans effective as of the relevant Incremental Facility Closing Date. Each Credit Extension pursuant to a Revolving Commitment Increase shall have the same terms as are applicable to Credit Extensions pursuant to the Revolving Credit Facility (prior to giving effect to such Revolving Commitment Increase). Each notice from the U.S. Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing U.S. Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any Loan, and each existing Revolving Credit Lender will have the right, but not an obligation, to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent and the U.S. Borrower shall have each consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional LenderIncreases. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the U.S. Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 U.S. Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to each of the effective date of such Incremental Amendment and the date extensions of credit are made hereunder as contemplated thereby) and such other conditions as the parties thereto shall agree. The U.S. Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14Section, (aA) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (bB) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower Company may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower Company shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended)Period, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower Company for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed the sum of $750,000,000 and the Receivables Facility Shortfall Amount, as reduced from time to time; provided that the aggregate amount of the Revolving Commitment Increases shall not exceed $750,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) except as set forth above, amortization for shall be treated substantially the Incremental same as the Term Loans shall be determined by the Borrower and the applicable new Lenders; provided(in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentArrangers and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Company and the lenders thereof. Each notice from the Borrower Company pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any Loan, and each existing Revolving Credit Lender will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the BorrowerCompany, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 BorrowerCompany, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Company will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit FacilitySection, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower Company may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower Company shall be in compliance with the covenants covenant set forth in Section 7.11 determined on a Pro Forma Basis as of the date last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, ended prior to the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended)applicable Incremental Facility Closing Date, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment IncreasesIncrease, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithTest Period. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 20,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 20,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed the greater of (i) $150,000,000 and (ii) the additional aggregate amount of secured Indebtedness which would be permitted to be incurred as of any date of determination (assuming for this purpose that the full amount of any Revolving Credit Increase had been utilized as of such date) such that, after giving Pro Forma Effect to such incurrence (and any other transactions consummated on such date), the Senior Secured Leverage Ratio for the immediately preceding Test Period would not be greater than 4.00 to 1.0. Each tranche of Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and Loans, (c) shall have a Weighted Average Life to Maturity not shorter of no less than the remaining Weighted Average Life to Maturity of then-existing then in effect for the Term Loans, Loans and the Applicable Rate for any Incremental Facility and, subject to clause (cd) except as set forth above, amortization for shall be treated substantially the Incremental same as the Term Loans shall be determined by the Borrower and the applicable new Lenders; provided(in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoingmandatory and voluntary prepayments); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentAgent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Company and the lenders thereof. Each notice from the Borrower Company pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any Loan, and each existing Revolving Credit Lender will have the right, but no obligation, to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), ; provided that the Administrative Agent, Agent and each L/C Issuer and/or Swing Line Lender, as applicable, (in the case of a Revolving Commitment Increase) shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the BorrowerCompany, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 BorrowerCompany, to effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Company will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit FacilitySection, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more increases to the then-existing Term Loans or one or more additional tranches or additions to an existing tranche Classes of term loans Term Loans (the “Incremental Term Loans”) and/or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both no Default or Event of Default shall have occurred at the time of any such request and upon the effectiveness incurrence of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans and be continuing or result therefrom, (ii) no Lender shall be obligated to provide any borrowings under Incremental Term Loans as a result of any such Revolving Commitment Increasesrequest by the Borrower, and until such time, if any, as applicablesuch Lender has agreed in writing in its sole discretion to provide an Incremental Term Loan and executed and delivered to the Administrative Agent an Incremental Amendment as provided below in this Section 2.14, had been outstanding on the last day such Lender shall not be obligated to fund any Incremental Term Loans, (iii) each increase in then-existing Term Loans or additional Class of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment a whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence or the Administrative Agent otherwise consents) and (iiiv) Revolving Commitment Increases the Borrower shall be in have delivered to the Administrative Agent and each Lender a certificate executed by an aggregate principal amount that is not less than $5,000,000 Authorized Officer of the Borrower, certifying, to the best of such officer’s knowledge, (x) compliance with the requirements of preceding clause (i), the provisos of the second succeeding sentence, and shall be in an increment of $1,000,000 in excess thereof Section 6 to the extent required by the next succeeding paragraph, and (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under y) the limit “Maximum Incremental Facilities Amount”, including the ratio set forth therein, if applicable, at the time of incurrence (together with calculations thereof in reasonable detail). Notwithstanding anything to the next sentence)contrary herein, in no event shall the aggregate amount of the Incremental Term Loans incurred at any time exceed the Maximum Incremental Facilities Amount as of such time. The Incremental Term Loans shall be, except as provided in immediately succeeding clause (aii) below, secured by the Security Documents, and guaranteed under the Guaranty, on an equal and ratable basis with all other Obligations secured by the Security Documents and guaranteed under the Guaranty and shall rank pari passu be treated substantially the same as the existing Term Loans (in right each case, including with respect to mandatory and voluntary prepayments); provided, however, that (i) the interest rate applicable to a Class of payment Incremental Term Loans may differ from that applicable to the Initial Term Loans or any other Class of Incremental Term Loans, provided, however, if the “effective yield” applicable to a given Class of Incremental Term Loans (which, for such purposes only, shall be deemed to take account of any then applicable interest rate margin, interest rate benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of security (x) the life of such loans and (y) four years) payable to all Lenders providing such Class of Incremental Term Loans but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Class of Incremental Term Loans) determined as of the initial funding date for such Class of Incremental Term Loans exceeds the “effective yield” of any Initial Term Loans or any other Class of Incremental Term Loans (unless the terms of such Class provide that such Class is not subject to this provision) (determined on the same basis as provided above, with the Revolving Credit comparative determination to be made in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practice) by more than 0.50% (the amount of such excess over 0.50% being the “Yield Differential”), the Applicable Margin for such Initial Term Loans or such other Class of Incremental Term Loans subject to a Yield Differential shall automatically be increased by the Yield Differential (including, as provided in the following proviso, the LIBO Rate or Base Rate floor) effective upon the making of the applicable Incremental Term Loans; provided that, in determining the interest rate margins applicable to the Incremental Term Loans and the Initial Term Loans or such other Class of Incremental Term Loans (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under the Initial Term Loans or any other Class of Incremental Term Loans in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity) and (y) if the Incremental Term Loans include a LIBO Rate floor or Base Rate floor greater than the LIBO Rate floor or Base Rate floor applicable to the then-existing Initial Term Loans or any other then-existing Class of Incremental Term Loans, (bI) such increased amount shall not mature earlier than the Maturity Date with respect be equated to interest margin for purposes of determining whether an increase to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than applicable interest margin under the remaining Weighted Average Life to Maturity of then-existing Initial Term Loans, and the Applicable Rate for Loans or any Incremental Facility and, subject to clause (c) above, amortization for the other then-existing Class of Incremental Term Loans shall be required and (II) to the extent an increase in the LIBO Rate floor or Base Rate floor in the then-existing Initial Term Loans or any other then-existing Class of Incremental Term Loans would cause an increase in the interest rate then in effect thereunder, the LIBO Rate floor or Base Rate floor (but not the interest rate margin) applicable to the Initial Term Loans or any other then-existing Class of Incremental Term Loans shall be increased by such increased amount, (ii) a given Class of Incremental Term Loans may rank junior in right of security with other Term Loans or be unsecured, in which case such Incremental Term Loans will be extended pursuant to a separate credit agreement and the provisions of immediately preceding clause (i) shall not apply; (iii) the final stated maturity date for a given Class of Incremental Term Loans may be on or later (but not sooner) than, the Initial Maturity Date, (iv) the amortization requirements for a given Class of Incremental Term Loans may differ, (v) except as otherwise required or as permitted in clauses (i) through (iv) above, the other terms of a given Class of Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Lenders and/or Additional Lenders providing such Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loansand shall, as the case may be plus 50 basis points (unless the interest rate margins applicable at all times prior to the Term Loans or Revolving Credit Latest Maturity Date then in effect at the time of such incurrence, be substantially consistent with the terms of the Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the such terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are differ if reasonably satisfactory to the Administrative Agent; provided, further, that any such terms that are not substantially consistent with the then- existing Loans shall be no more favorable (taken as a whole) to the relevant Lenders under such Incremental Term Loans than those applicable to the then-existing Loans (taken as a whole) and (vi) the proceeds of Incremental Term Loans may be utilized by Holdings, the Borrower or any of their respective Subsidiaries as may be agreed by the Borrower and the Lenders providing the Incremental Term Loans, to the extent not otherwise prohibited by this Agreement. Notwithstanding the foregoing, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment IncreasesLoans. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, made by any existing Lender (but each or any existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment IncreaseAffiliate) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), ; provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented to such Additional Lender (such consent not to be unreasonably withheld, conditioned withheld or delayed) to and such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases Lender shall not be an Affiliated Lender (other than Affiliated Sponsor Lenders in accordance with the requirements of, and subject to the extent any such consent would be required under Section 10.07(blimitations contained in, Sections 2.15(a)(vii) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lenderand (d)). Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Credit Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent, and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 5. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or Lenders, effect such amendments to this Agreement and the other Loan Credit Documents (including, without limitation, any Mortgage modifications and related date-down endorsements to the Mortgage Policies) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. The occurrence of the effective date of any Incremental Amendment shall be subject to the satisfaction on such date of each of the conditions set forth in Section 6 (it being understood that all references to “the Borrowing Date” or similar language in such Section 6 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment IncreasesLoans, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Samples: Credit Agreement (J.Jill, Inc.)
Incremental Credit Extensions. (a) The US Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the US Dollar-Denominated Facility Lenders), but without requiring the consent of any of the Lenders or any Agent, request (ai) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental US Term Loans”) and/or or (bii) one or more increases in the amount of the Revolving Credit US Dollar RCF Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving US Dollar RCF Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (ix) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental US Term Loan is made or any US Dollar RCF Commitment Increase become effective (and after giving effect thereto) no Default or Event of Default shall exist and (iiy) the Borrower no Lender shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such obligated to make Incremental US Term Loans or any borrowings under provide a US Dollar RCF Commitment Increase as a result of any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithrequest. Each tranche of (i) Incremental US Term Loans and each US Dollar RCF Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental US Term Loans, when added to the aggregate amount of US Dollar RCF Commitment Increases, shall not exceed $150,000,000. Each tranche of Incremental US Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit US Dollar RCF Loans, the Initial US Term Loans and the any other existing Incremental US Term Loans, (b) shall not mature earlier than the Maturity Date final stated maturity date with respect to the Initial US Term Loans, (c) except as set forth above, shall be treated substantially the same as the Initial US Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (cd) shall have a Weighted Average Life to Maturity not shorter of no less than the remaining Weighted Average Life to Maturity of then-existing as then in effect for the Initial US Term Loans; provided that (i) except as provided in preceding clauses (a), and the Applicable Rate for any Incremental Facility and(b), subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoingd); provided that except as provided above, the terms and conditions applicable to Incremental US Term Loans may be materially different from those of the Initial US Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 (ii) the Borrower, interest rates and (subject to effect clause (d) above) the provisions of this Section 2.14. No Lender amortization schedule applicable to the Incremental US Term Loans shall be obligated determined by the US Borrower and the lenders thereof; provided that, notwithstanding the foregoing, the interest rate applicable to provide any the Incremental US Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each all upfront or similar fees or original issue discount payable with respect to such deemed assignment Incremental US Term Loans) shall not be greater than the highest interest rate that may, under any circumstances, be payable with respect to Initial US Term Loans (or any other existing Incremental US Term Loans) plus 0.25% per annum, unless the interest rate with respect to the Initial US Term Loans (and assumption of participations, the percentage of the aggregate outstanding (iany other existing Incremental US Term Loans) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will is increased so as to equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the interest rate applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of Incremental US Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit CommitmentsIncremental US Term Loans), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Samples: Credit Agreement (LKQ Corp)
Incremental Credit Extensions. (a) The Borrower may may, at any time or from time to time on or after the date that is 180 days after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional new tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall (unless, with respect to a Revolving Commitment Increase, no Revolving Credit Borrowing will be made on the effective date thereof) be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended)Period, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 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 amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed $100,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and Date, (c) shall have a Weighted Average Life to Maturity not shorter than equal to or in excess of the remaining Weighted Average Life to Maturity then longest maturing tranche of then-existing Term Loans, Loans and the Applicable Rate for any Incremental Facility and, subject to clause (cd) except as set forth above, amortization for shall be treated substantially the Incremental same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments but not with respect to scheduled amortization payments (which shall be determined by independently agreed between the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any providers of such Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing)); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentJoint Lead Arrangers and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), ; provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the 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 Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit FacilitySection, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Second Restatement Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to of Tranche A Term Loans (which may take the form of an increase in the principal amount of the existing tranche of term loans Tranche A Term Loans) (the “Incremental Tranche A Term Loans”), Tranche B Term Loans (which may take the form of an increase in the principal amount of the existing tranche of Tranche B Term Loans) (the “Incremental Tranche B Term Loans” and, together with the Incremental Tranche A Term Loans, the “Incremental Term Loans”) and/or or revolving credit commitments (bthe “Incremental Revolving Credit Loans”) one or more increases in the aggregate amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase a “Revolving Commitment Increase”; together with the Incremental Revolving Credit Loans, the “Incremental Revolving Facilities”) under the Facilities (each, an “Incremental Facility”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made or Incremental Revolving Facility becomes effective (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants covenant set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Facility and the last day of the most recently ended Test Period. The aggregate amount of the Incremental Facilities, when taken together with the aggregate principal amount of Indebtedness incurred pursuant to Section 7.03(t), shall not exceed the sum of (i) $350,000,000, (ii) all voluntary prepayments of Term Loans and all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary commitment reductions of Revolving Credit Commitments prior to the applicable Incremental Facility Closing Date (excluding voluntary prepayments of Term Loans and all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary commitment reductions of Revolving Credit Commitments to the extent funded with a contemporaneous incurrence of Indebtedness) and (iii) additional amounts (including at any time prior to the utilization of amounts under clauses (i) and (ii) above) such that, after giving pro forma effect to the applicable Incremental Facility (or any Indebtedness incurred pursuant to Section 7.03(t), as applicable), the First Lien Leverage Ratio determined on a Pro Forma Basis as of the last day of the most recently ended Test Period shall not exceed 3.75:1.00 (orit being understood and agreed that, if no Test Period cited in Section 7.11 has passed, solely for purposes of determining the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters endedFirst Lien Leverage Ratio pursuant to this clause (iii), in each case, as if (x) any Indebtedness incurred or proposed to be incurred under such Incremental Term Loans Facility (or any borrowings under any such Revolving Commitment IncreasesIndebtedness incurred pursuant to Section 7.03(t), as applicable, had been outstanding on ) shall be deemed to be first-lien Indebtedness and (y) any Incremental Revolving Credit Commitments shall be deemed to be fully drawn) (the last day sum of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of clauses (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and ), (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under iii) at any time, the limit set forth in the next sentence“Available Incremental Amount”). The Incremental Term Loans Facilities (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) (x) in the case of a Revolving Commitment Increase, shall mature on the Maturity Date of the Revolving Credit Facility and (y) shall not mature earlier than the Maturity Date with respect to of (1) the Tranche A Term Loans Facility, in the case of Incremental Tranche A Term Loans, and (2) the Tranche B Term Facility, in the case of Incremental Tranche B Term Loans, (c) shall have a Weighted Average Life to Maturity not no shorter than the remaining Weighted Average Life to Maturity of then-existing (1) the Tranche A Term Facility, in the case of Incremental Tranche A Term Loans, and (2) the Applicable Rate for any Tranche B Term Facility, in the case of Incremental Facility andTranche B Term Loans, subject to clause (cd) except as set forth above, amortization for shall be treated substantially the same as (and in any event, no more favorably than) (1) the Revolving Credit Facility, in the case of Incremental Revolving Credit Loans, (2) the Tranche A Term Loans, in the case of Incremental Tranche A Term Loans shall be and (3) the Tranche B Term Loans, in the case of Incremental Tranche B Term Loans (in each case, other than with respect to pricing, amortization and maturity), and (e) will accrue interest at rates determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any lenders providing such Incremental Facility, shall not which rates may be greater higher or lower than the Effective Yield with respect rates applicable to Term Loans or (1) the Revolving Credit Facility, in the case of Incremental Revolving Credit Loans, as (2) the Tranche A Term Loans, in the case may be plus 50 basis points (unless the interest rate margins applicable to the of Incremental Tranche A Term Loans or Revolving Credit and (3) the Tranche B Term Loans, respectively, are increased to in the extent necessary to achieve the foregoing)case of Incremental Tranche B Term Loans; provided that except as provided above, the terms and conditions applicable with respect to any Incremental Term Loans may be materially different from those incurred after the Second Restatement Effective Date, if the sum of the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans (with such upfront or similar fees or original issue discount being equated to interest based on an assumed four-year life to maturity) but excluding customary arrangement or commitment fees paid to the extent arrangers thereof) and any “LIBOR floor” (such differences are reasonably satisfactory sum, the “Incremental Rate”) applicable to such Indebtedness relating to the Administrative AgentIncremental Term Loans (1) exceeds, in the case of Incremental Tranche A Term Loans, the sum of the Applicable Rate and Adjusted LIBOR (such sum, the “Tranche A Rate”) relating to the Tranche A Term Loans by more than 0.50%, the Applicable Rate relating to the Tranche A Term Loans shall be adjusted such that the Tranche A Rate is equal to the Incremental Rate relating to the applicable Incremental Tranche A Term Loans minus 0.50%, and (2) exceeds, in the case of Incremental Tranche B Term Loans, the sum of the Applicable Rate and Adjusted LIBOR (such sum, the “Tranche B Rate”) relating to the Tranche B Term Loans by more than 0.50%, the Applicable Rate relating to the Tranche B Term Loans shall be adjusted such that the Tranche B Rate is equal to the Incremental Rate relating to the applicable Incremental Tranche B Term Loans minus 0.50%. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Commitment IncreasesFacility. Incremental Term Loans and Incremental Revolving Facilities may be made, and Revolving Commitment Increases may be provided, provided by any existing Lender (but each provided that no existing Lender will not shall have (x) an obligation to make a provide any portion of any Incremental Term Loan Facility or (y) the right to provide any portion of any Incremental Facility (provided that, for the avoidance of doubt, the Borrower may approach any existing Lender to provide all or any portion of any Revolving Commitment Increase) Incremental Facility), in each case, on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such and Incremental Revolving Commitment Increases to the extent any Facility if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Incremental Revolving Commitment Increases Facilities shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the 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 Loans and the Incremental Revolving Facilities for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Commitment Increases, Facilities unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ai) one or more additional tranches or additions of term loans or, if reasonably satisfactory to the Administrative Agent, an increase of an existing tranche of term loans (the “Incremental Term Loans”) and/or ), or (bii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist below and at the time that any such Incremental Term Loan is made (after giving effect thereto), (x) no Default has occurred and is continuing, and (y) the Administrative Agent shall have received from the Borrower a Compliance Certificate demonstrating a Consolidated Leverage Ratio of no more than 3.0 to 1.0 both immediately before and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined to such Incremental Term Loan and/or Revolving Commitment Increase on a Pro Forma Basis as of the date of for the most recently ended Test completed Measurement Period (or, if no Test Period cited in for which financial statements have been delivered pursuant to Section 7.11 5.01(a) or 5.01(b) and the Compliance Certificate has passed, the covenants in been delivered pursuant to Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended5.01(c), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 and shall be in an increment integral multiples of $1,000,000 5,000,000 in excess thereof (provided that such thereof. Notwithstanding anything to the contrary herein, the aggregate amount may be less than $1,000,000 if such amount represents all remaining availability under of the limit set forth in Incremental Term Loans and the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than exceed $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence)150,000,000. The Incremental Term Loans (ai) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term LoansA Loans made on the Closing Date, (bii) shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Closing Date and (ciii) shall have a Weighted Average Life be treated substantially the same as the Term A Loans made on the Closing Date (in each case, including with respect to Maturity not shorter mandatory and voluntary prepayments), provided that (x) the terms and conditions applicable to Incremental Term Loans shall be identical to those applicable to those of the Term A Loans set forth herein (other than interest rates and amortization schedule) and (y) the remaining Weighted Average Life interest rates and amortization schedule applicable to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing)Lenders thereof; provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those shall not have a Weighted Average Life to Maturity shorter than that of the Term A Loans made on the Closing Date (except by virtue of amortization or prepayment of such Term Loans prior to the extent time of such differences are reasonably satisfactory to the Administrative Agentincurrence). Each notice from the Borrower pursuant to this Section 2.14 2.22 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each it being understood that no existing Term Lender will not have an obligation to make a portion of any Incremental Term Loan or any and no existing Revolving Lender will have an obligation to provide a portion of any Revolving Commitment Increase) ), in each case on terms permitted in this Section 2.22 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other bank or other financial institution lender (any such other bank or other financial institution lender being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented consented, and in the case of each Revolving Commitment Increase, the Issuing Bank and the Swingline Lender (such consents not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b9.04(b) for an assignment of Term Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Lenders or Loan Party, Agents or LendersParties, 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 2.14Section. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment IncreasesThe effectiveness of (and, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of any Incremental Amendment for an increase Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the Revolving Credit Facility only), a portion satisfaction on the date thereof of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding conditions set forth in Section 4.02 (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of it being understood that all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on references to “the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, Extension” or similar language in such Revolving Credit Loans Section 4.02 shall on or prior be deemed to refer to the effectiveness effective date of such Revolving Commitment Increase be prepaid from Incremental Amendment) and such other conditions as the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment parties thereto shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceagree.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Original Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended)Period, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding and fully borrowed on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed the sum of $50,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and shall have a weighted average life to maturity no shorter than the weighted average life to maturity of the Term Loans (except by virtue of amortization of or prepayment of the Term Loans prior to such date of determination) and (c) except as set forth above, shall have a Weighted Average Life be treated substantially the same as the Term Loans (in each case, including with respect to Maturity not shorter than mandatory and voluntary prepayments), provided that the remaining Weighted Average Life to Maturity of then-existing Term Loans, interest rates and the Applicable Rate for any Incremental Facility and, amortization schedule (subject to clause (cb) above, amortization for ) applicable to the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenderslenders thereof; providedprovided further that (i) if the Applicable Rate (which, howeverfor such purposes only, shall be deemed to include all upfront or similar fees or original issue discount that the Effective Yield for are paid to all Lenders (and not any one Lender) providing such Incremental Term Loans) relating to any Incremental FacilityTerm Loans exceeds the Applicable Rate (which, for such purposes only, shall not be greater than deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable ) relating to the Term Loans or Revolving Credit Loans, respectively, are increased immediately prior to the extent necessary to achieve effectiveness of the foregoing); provided that except as provided aboveapplicable Incremental Amendment by more than 0.50%, the terms Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount that are paid to all Lenders (and conditions applicable not any one Lender) providing such Incremental Term Loans) relating to such Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agentminus 0.50%. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.Loan,
Appears in 1 contract
Samples: Credit Agreement (CRC Health CORP)
Incremental Credit Extensions. (a) The Borrower Company may at any time or from time to time after the Closing Sixth Amendment Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower Company shall be in compliance with the covenants covenant set forth in Section 7.11 7.11(a) determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in regardless of whether such Section shall be satisfied as of the last four quarters endedcovenant is then applicable), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower Company for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans, the Revolving Commitment Increases and Alternative Incremental Facility Debt (x) after the Sixth Amendment Effective Date and prior to the AS Separation Date shall not exceed $750,000,000 and (y) from and after the AS Separation Date shall not exceed $500,000,000 less the aggregate principal amount (not in excess of $500,000,000) of Incremental Term Loans, Revolving Commitment Increases and Alternative Incremental Facility Debt incurred after the Sixth Amendment Effective Date and prior to the AS Separation Date; provided that the aggregate amount of the Revolving Commitment Increases shall not exceed $200,000,000. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Latest Maturity Date with respect to the Term Loans that is in effect on the date such Incremental Term Loans are incurred and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) except as set forth above, amortization for shall be treated substantially the Incremental same as the Term Loans shall be determined by the Borrower and the applicable new Lenders; provided(in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentArrangers and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Company and the lenders thereof. Each notice from the Borrower Company pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), ; provided that (i) the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional LenderLender and (ii) Purchasing Affiliated Lenders may not provide any Revolving Commitment Increases. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the BorrowerCompany, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 BorrowerCompany, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Company will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit FacilitySection, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ai) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (bii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (iA) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (iiB) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each casePeriod, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect Notwithstanding anything to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than contrary herein, the remaining Weighted Average Life to Maturity aggregate amount of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, Revolving Commitment Increases shall not be greater than exceed the Effective Yield with sum of (x) $500,000,000 plus (y) the aggregate amount of principal payments made in respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms as of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceClosing Date.
Appears in 1 contract
Samples: Credit Agreement (West Corp)
Incremental Credit Extensions. (a) The Borrower Company may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of Dollar denominated term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on relating to Dollar denominated loans to be made available to the same terms as the Revolving Credit Facility Company (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower Company shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as fiscal quarter of the last four quarters ended), in each case, Company as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower Company for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that (i) with respect to any tranche of Incremental Term Loans that will not be incorporated into a tranche of existing Term Loans, such amount may not be less than $50,000,000 and (ii) such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 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 amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed $200,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans Loan Facility (but may have nominal amortization prior to such date) and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) except as set forth above, amortization for shall be treated substantially the Incremental same as (and in any event no more favorably than) the Term Loans shall be determined by the Borrower and the applicable new Lenders; provided(in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans maturing after the Maturity Date with respect to the Term Loan Facility may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date with respect to the Term Loan Facility and (ii) the Incremental Term Loans may be materially different from those of priced differently than the Term Loans to the extent such differences are reasonably satisfactory to the Administrative AgentLoans. Each notice from the Borrower Company pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent); provided that the Administrative Agent shall have consented (not have to be unreasonably withheld) to such Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increase if such consent would be required under Section 10.07(a) for an obligation assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender. Each existing Lender shall, by notice to the Company and the Administrative Agent given not later than 10 days after the date of the Administrative Agent’s notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Incremental Term Loan or any provide a portion of any Revolving Commitment Increase) , or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the existing Lenders shall have agreed pursuant to the preceding sentence to make Incremental Term Loans or to provide any Revolving Commitment Increase, as applicable, in an aggregate amount less than the amount requested by the Company, the Incremental Term Loans may be made, and any Revolving Commitment Increase may be provided, by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any Increase if such consent would be required under Section 10.07(b10.07(a) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the BorrowerCompany, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 BorrowerAgent, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Closing Date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. Subject to the minimum principal amount requirements specified above in this Section 2.14, no more than eight Incremental Facility Closing Dates may be selected by the Company. The Company will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14Section, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on Loan and the last day of such fiscal quarter the most recent Test Period. The aggregate amount of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than exceed $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence)50,000,000. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not no shorter than the remaining Weighted Average Life to Maturity of then-existing the Term LoansFacility, and the Applicable Rate for any Incremental Facility and, subject to clause (c) except as set forth above, amortization for shall be treated substantially the Incremental same as (and in any event, no more favorably than) the Term Loans shall be (in each case, including with respect to mandatory and voluntary prepayments) and (d) will accrue interest at rates determined by the Borrower and the applicable new Lenders; providedlenders providing such Incremental Term Loans, however, that the Effective Yield for any Incremental Facility, shall not which rates may be greater higher or lower than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins rates applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above(i) if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to the terms and conditions applicable to Incremental Term Loans may exceeds the Applicable Rate (which, for such purposes only, shall be materially different from those of deemed to include all upfront or similar fees or original issue discount payable to all Term Lenders) relating to the Term Loans by more than 0.50%, the Applicable Rate relating to the extent such differences are reasonably satisfactory Term Loans shall be adjusted to be equal to the Administrative AgentApplicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to the applicable Incremental Term Loans minus 0.50%. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment IncreasesLoans. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, made by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment IncreaseLoan, on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the 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 Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Samples: Credit Agreement (Erie Shores Emergency Physicians, Inc.)
Incremental Credit Extensions. (a) The Parent Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ax) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (by) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon after giving effect to the effectiveness of any Incremental Amendment referred to belowbelow (including, no Event in the case of Default shall exist and at the time that any such Incremental Term Loan is made (and Loan, after giving effect thereto) ), no Default or Event of Default shall exist and (ii) the Parent Borrower shall be in compliance with the covenants set forth in Section 7.11 7.1 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied pro forma basis as of the last four quarters ended)day of the most recent fiscal quarter for which financial statements have been delivered hereunder, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewiththerewith and after giving effect to the intended use of proceeds thereof. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 50,000,000 if (x) such amount represents all remaining availability under the limit set forth in the next sentence or (y) if otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and (ii) the Revolving Commitment Increases shall be in an aggregate principal amount that is not less than exceed $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence)500,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans. Each notice (each, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any an “Incremental Facility andActivation Notice”) from the Parent Borrower pursuant to this Section 2.20, subject to clause (c) above, amortization for the Incremental Term Loans which shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are in form reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 , shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases, including, in the case of Incremental Term Loans, (i) the applicable Incremental Term Maturity Date, (ii) the amortization schedule, if any, for such Incremental Term Loans, (iii) the Applicable Margin for such Incremental Term Loans and (iv) the proposed original issue discount applicable to such Incremental Term Loans, if any. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) 10.6 for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Lender with a Revolving Credit LenderCommitment, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed (in the case of such amendment to this Agreement) by the Parent Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Any Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 Parent Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the (i) execution of a New Lender Supplement by each Lender not previously party to this Agreement, and (ii) satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.145.2 and, if applicable Section 5.3 (it being understood that all references to “the date of such extension of credit” or similar language in such Section 5.2 and, if applicable, Section 5.3, shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Parent Borrower may use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, Increases unless it so agrees. Upon each increase in the Revolving Credit Commitments Commitments, if any, pursuant to this Section 2.14Section, (a) if the increase relates to the each Lender with a Revolving Credit Facility, each Revolving Credit Lender Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Lender with a Revolving Credit Lender Commitment (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders with Revolving Credit Lenders Commitments represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.052.16. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a%3) The Borrower may at (%4) At any time or and from time to time after the Closing Restatement Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy make available such notice to each of the Lenders), request (a) to effect one or more additional revolving credit facility tranches hereunder (or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (b) one or more increases in the amount increase of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth belowhereunder) (a “Incremental Revolving Commitment IncreaseFacilities”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such from Additional Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000)Lenders; provided that (i) both at the time of any each such request and upon the effectiveness of any each Incremental Amendment referred to belowRevolving Facility Amendment, (%5) no Event of Default shall exist have occurred and at the time that any such Incremental Term Loan is made be continuing or shall result therefrom, (and after giving effect thereto) no Event of Default shall exist and (ii%5) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis with the Financial Performance Covenants recomputed as of the date last day of the most most-recently ended Test Period for which financial statements are available (orcalculated assuming that such Incremental Revolving Facility is fully drawn), (%5) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above, together with reasonably detailed calculations demonstrating compliance with clause (B) above (which calculations shall, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied made as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such any fiscal quarter of the Borrower for testing compliance therewithwhich the Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 5.01(a) or (b) and Section 5.01(d), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period), (%5) such Incremental Revolving Facility may be secured on a pari passu basis with the Loans, (%5) the interest rate margins, rate floors, fees, premiums and maturity applicable to any Incremental Revolving Facility shall be determined by the Borrower and the lenders thereunder, provided that no Incremental Revolving Facility shall mature prior to the Revolving Maturity Date or require any scheduled amortization or mandatory commitment reductions prior to the Revolving Maturity Date, (%5) any Incremental Revolving Facility Amendment shall be on the terms and pursuant to documentation to be determined by the Borrower and the Additional Revolving Lenders providing the applicable Incremental Revolving Facilities, (G) any Incremental Revolving Facility may be provided in any currency as mutually agreed among the Administrative Agent, the Borrower and the Additional Revolving Lenders and (H) in the case of an increase in the Revolving Commitments hereunder, the maturity date of such increase in the Revolving Commitment shall be the Revolving Maturity Date, such increase in the Revolving Commitment shall require no scheduled amortization or mandatory commitment reduction prior to the Revolving Maturity Date and shall be on the same terms governing the Revolving Commitments pursuant to this Agreement; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clause (E) or (G) above), they shall be reasonably satisfactory to the Administrative Agent; provided, further, that no Issuing Bank shall be required to act as “issuing bank” under any such Incremental Revolving Facility without its written consent. Each tranche of (i) Incremental Term Loans Revolving Facility shall be in an aggregate a minimum principal amount that is not less than of $10,000,000 and shall be in an increment integral multiples of $1,000,000 in excess thereof (thereof; provided that such amount may be less than $1,000,000 10,000,000 if such amount represents all the remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceCap.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower Borrowers may at any time or from time to time after the Closing Datetime, by notice from the Borrowing Agent to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans maturing on or after the Revolving Credit Termination Date (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on or the same terms as the addition of a new revolving Credit to be provided to one or more Foreign Subsidiary Borrowers (each such increase or new Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (Credit, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no or Event of Default shall exist and (ii) the Borrower Borrowers shall be in compliance with the covenants set forth in Section 7.11 6.21 determined on a Pro Forma Basis pro forma basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended Test Period fiscal quarter (or, if no Test Period fiscal quarter cited in Section 7.11 6.21 has passed, the covenants in Section 7.11 6.21 for the first Test Period fiscal quarter cited in such Section shall be satisfied as of the last four fiscal quarters ended), in each case, as if such Incremental Term Loans Loan or any borrowings under any such Revolving Commitment Increases, as applicable, Increase had been outstanding on the last day of such fiscal quarter of the Borrower Borrowers for testing compliance therewith. Each tranche of (i) Incremental Term Loans Loan and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that provided, that, such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right Notwithstanding anything to the contrary herein, the aggregate amount of payment and of security with the Revolving Credit Loans Commitment Increases and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceexceed $125,000,000.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, request (ai) one or more additional tranches or additions to an existing tranche of term loans under this Agreement (the “Incremental Term Loans”) and/or or (bii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility or one or more additional tranches of revolving credit commitments under this Agreement (except for interest rate margins and commitment fees as set forth below) (each such increase or additional tranche, a “Revolving Commitment Increase”)” and, in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such together with any Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn)Loans, the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving a “Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000Increase”); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and or would exist immediately after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans Credit Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided or such lower amount that such amount may be less than $1,000,000 if such amount either represents all remaining availability under the limit set forth in the next sentence or is acceptable to the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the Credit Increases shall not exceed (A) $100,000,000 minus the aggregate principal amount of any Additional Pari Passu Notes and Second Lien Additional Indebtedness incurred on or prior to the applicable Incremental Facility Closing Date plus (B) such additional amount that may be incurred if after giving effect to such Credit Increase and any contemporaneous Additional Pari Passu Notes (and assuming all Revolving Commitment Increases under any such Credit Increase were fully drawn but without netting of any proceeds received as cash or Cash Equivalents from such Credit Increase and any Additional Pari Passu Notes for purposes of clause (ii) Revolving Commitment Increases of the definition of Consolidated First Lien Leverage Ratio) and the use of the proceeds thereof, the Consolidated First Lien Leverage Ratio on a Pro Forma Basis shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans or equal to 4.25 to 1.00; provided further, that (a1) Credit Increases shall rank pari passu in right of payment and of with respect to security with and have the same guarantees as the then-existing Revolving Credit Loans and the Term Loans, (b2) Incremental Term Loans shall not mature earlier than the Term Loan Maturity Date, (3) (x) Revolving Commitment Increases shall not mature earlier than the Revolving Credit Maturity Date and (y) the effectiveness of any Revolving Commitment Increase, together with respect to the effectiveness of any Refinancing Amendment, shall not result in there being more than three separate Maturity Dates in effect for all Revolving Commitments, (4) Incremental Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c5) above, amortization for the Incremental Term Loans shall be determined by treated in the Borrower and same manner as the Term Loans for purposes of Section 2.13(e), (6) no Credit Increase shall have an Applicable Percentage (or other interest rate spread equivalent) applicable new Lenders; provided, however, to the Incremental Term Loans and/or Revolving Commitment Increase that exceeds the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield Applicable Percentage then existing with respect to the Term Loans or and/or Revolving Credit Loans, as the case may be plus 50 basis points (Loans by more than 0.25% per annum unless the Applicable Percentage with respect to the Term Loans and/or Revolving Loans is increased so that the Applicable Percentage (or other interest rate margins spread equivalent) applicable to the Incremental Term Loans and/or Revolving Commitment Increases does not exceed the Applicable Percentage then existing with respect to the Term Loans by more than 0.25% per annum; provided that in determining the Applicable Percentage (or other interest rate spread equivalent) applicable to the Term Loans and the Incremental Term Loans and the Revolving Commitment Increases and the Revolving Loans, (x) original issue discount (“OID”) or upfront or similar fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Term Lenders or with respect to the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity or, if less, the remaining life to maturity of the Incremental Term Loans), (y) customary arrangement or commitment fees payable to the Arrangers (or their Affiliates) in connection with the Term Loans and/or the Revolving Credit Commitments or to one or more arrangers (or their Affiliates) of the Incremental Term Loans and/or the Revolving Commitment Increases shall be excluded and (z) if the Eurodollar rate in respect of such Incremental Term Loans includes a floor greater than the floor applicable to the Term Loans under the definition of “Adjusted Eurodollar Rate”, such excess amount shall be equated to interest rate spread for purposes of determining any increase to the Applicable Percentage applicable to the Term Loans, respectivelyto the extent an increase in the interest rate floor in the then-existing Term Loans would cause an increase in the interest rate then in effect thereunder, are and in such case the interest rate floor (but not the interest rate margin) applicable to the then-existing Term Loans shall be increased to the extent necessary to achieve of such differential between interest rate floors and (7) shall have such other terms as may be agreed between the foregoing); provided that except as provided above, Borrower and the terms and conditions applicable to Additional Lenders providing such Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative AgentLoan. Each notice from the Borrower pursuant to this Section 2.14 2.24 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment IncreasesCredit Increase. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), ; provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, relevant Persons under Section 9.04(b) shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any Increases, if such consent would be required under Section 10.07(b9.04(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from From time to time on or after the Closing ClosingAmendment No. 5 Effective Date, by subject to the terms and conditions set forth herein, the Borrower may, upon ten (10) Business Days’ prior written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) to add one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (b) or one or more increases in the amount of Revolving Commitments (the “Incremental Revolving Credit Commitments on Commitments”; together with the same terms as Incremental Term Loans, the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment IncreaseIncremental Facilities”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any each Incremental Facility Amendment referred to below, (i) no Default or Event of Default has occurred and is continuing or shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and result therefrom, (ii) the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis ARTICLE VI as of the date last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower after giving effect to such Incremental Revolving Commitments (assuming for testing compliance therewithsuch purpose that such Incremental Revolving Commitments are fully drawn at such time) or Incremental Term Loans, as applicable, (iii) each of the conditions set forth in Section 3.2 shall have been satisfied and (iv) the Administrative Agent shall have received from the Borrower such legal opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request. Notwithstanding anything to the contrary herein, the aggregate principal amount of all Incremental Facilities on and after the ClosingAmendment No. 5 Effective Date shall not exceed the sum of $250,000,000. Each tranche Incremental Facility shall be in an integral multiple of (i) Incremental Term Loans shall $5,000,000 and be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment case of Incremental Term Loans or $1,000,000 10,000,000 in excess thereof (case of Incremental Revolving Commitments, provided that such amount may be less than $1,000,000 the applicable minimum amount if such amount represents all the remaining availability under the limit hereunder as set forth above or if the Administrative Agent agrees in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence)writing to a lesser minimum amount. The Each Incremental Term Loans (a) Facility shall rank pari passu in right of payment payment, and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loanssame guarantees as, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined secured by the Borrower and the applicable new Lenders; providedsame Collateral securing, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those all of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceObligations hereunder.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing 2018 Refinancing Amendment Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (b) one or more increases in the amount of the Revolving Credit Commitments on of any Facility or the same terms as addition of a new tranche of the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase or new Revolving Credit Facility, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) except in connection with an acquisition or Investment in which case no Event of Default pursuant to Section 8.01(a) or (f) shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters endedexist), in each case, as if such Incremental Term Loans or any borrowings under any such . Each Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans Notwithstanding anything to the contrary herein, the aggregate amount of the Revolving Commitment Increases (aother than, for the avoidance of doubt, those established in respect of Extended Revolving Credit Commitments pursuant to Section 2.16) shall rank pari passu not exceed, at the time the respective Incremental Amendment becomes effective (and after giving pro forma effect to the incurrence of Indebtedness in right of payment connection therewith), $500,000,000. Any Revolving Commitment Increase shall be on the same terms and of security with pursuant to the same documentation applicable to the Revolving Credit Loans and Facility (including the Term Loans, maturity date in respect thereof) (b) shall not mature earlier than provided the Maturity Date applicable margin applicable thereto may be increased if necessary to be consistent with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization that for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoingCommitment Increase); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, provided by any existing Lender (but each it being understood that no existing Lender will not have has an obligation to make provide a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, each Swing Line Lender and each L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b10.06(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any Loan Party other than the Borrower, or any other Loan Party, the Agents or the 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 2.14. The effectiveness of any Incremental Amendment shall be subject to such conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans under the applicable Facility made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any reasonable and documented out-of-pocket costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on to be made available to the same terms as the Revolving Credit Facility Borrower (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made or Revolving Commitment Increase is provided (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 7.12 determined on a Pro Forma forma Basis as of the date last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as fiscal quarter of the last four quarters ended), in each case, Borrower as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that (i) with respect to any tranche of Incremental Term Loans that will not be incorporated into a tranche of existing Term Loans, such amount may not be less than $20,000,000 and (ii) such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed $125,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Term Loan Maturity Date with respect (but may have nominal amortization prior to the Term Loans such date) and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) except as set forth above, amortization for shall be treated substantially the Incremental same as (and in any event no more favorably than) the Term Loans shall be determined by the Borrower and the applicable new Lenders; provided(in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans maturing after the Term Loan Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Term Loan Maturity Date and (ii) the Incremental Term Loans may be materially different from those of priced differently than the Term Loans; provided, however, that the Applicable Rate for the Incremental Term Loans shall not be greater that the Applicable Rate for the Term Loans plus 0.25% (and the Applicable Rate for the Term Loans shall be increased to the extent such differences are reasonably satisfactory to achieve the Administrative Agentforegoing). Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent); provided that the Administrative Agent shall have consented (not have to be unreasonably withheld) to such Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increase if such consent would be required under Section 10.06(a) for an obligation assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender. Each existing Lender shall, by notice to the Borrower and the Administrative Agent given not later than 10 days after the date of the Administrative Agent’s notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Incremental Term Loan or any provide a portion of any Revolving Commitment Increase) , or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the existing Lenders shall have agreed pursuant to the preceding sentence to make Incremental Term Loans or to provide any Revolving Commitment Increase, as applicable, in an aggregate amount less than the amount requested by the Borrower, the Incremental Term Loans may be made, and any Revolving Commitment Increase may be provided, by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any Increase if such consent would be required under Section 10.07(b10.06(a) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 BorrowerAgent, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Closing Date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. Subject to the minimum principal amount requirements specified above in this Section 2.14, no more than four Incremental Facility Closing Dates may be selected by the Borrower. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agreesagrees in its sole discretion. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14Section, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Carter William Co)
Incremental Credit Extensions. (a) The U.S. Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent, the Canadian Agent and any other applicable Facility Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (bi) one or more increases in the amount of (x) the Revolving Credit U.S. Dollar Facility Commitments on to be made available to the same terms as the Revolving Credit Facility U.S. Borrower (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving U.S. Dollar Facility Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and or (y) such additional amount so long as on a Pro Forma Basis after giving effect the Multicurrency Facility Commitments to be made available to the incurrence U.S. Borrower and the Canadian Borrower (each such increase, a “Multicurrency Facility Commitment Increase”) or (ii) to add one or more tranches of such term loans (each, an “Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawnLoan”), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Commitment Increase or Incremental Term Loan is made provided (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the U.S. Borrower shall be in compliance with each of the covenants set forth in Section 7.11 7.12 determined on a Pro Forma forma Basis as of the date last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if the Commitments, after giving effect to such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicableIncrease, had been outstanding fully drawn on the last day of such fiscal quarter of the U.S. Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans Loan shall be in an aggregate principal amount not less than $25,000,000 and each Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 10,000,000. Notwithstanding anything to the contrary herein, the aggregate amount of the Commitment Increases and Incremental Term Loans shall not exceed $75,000,000. Each U.S. Dollar Facility Commitment Increase shall be on the same terms and conditions as the U.S. Dollar Facility Commitments in an increment effect immediately prior to such U.S. Dollar Facility Commitment Increase. Each Multicurrency Facility Commitment Increase shall be on the same terms and conditions as the Multicurrency Facility Commitments in effect immediately prior to such Multicurrency Facility Commitment Increase. The terms of $1,000,000 in excess thereof (provided that such amount may any Incremental Term Loans shall be less than $1,000,000 if such amount represents all remaining availability under the limit as set forth in an Incremental Amendment; provided that (i) the next sentence and final maturity date of any Incremental Term Loans shall be no earlier than the U.S. Dollar Facility Maturity Date, (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof the all-in-yield (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth whether in the next sentence). The Incremental Term Loans (aform of interest rate margins, original issue discount, upfront fees or any interest rate floor) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the U.S. Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to lenders providing such Incremental Term Loans may and any prepayment premiums applicable to any Incremental Term Loans will be materially different from those determined by the U.S. Borrower and the lenders providing such Incremental Term Loans, (iii) any Incremental Term Loans will rank pari passu in right of payment and be secured on a pari passu basis with the obligations in respect of the Aggregate U.S. Dollar Facility Commitments, (iv) subject to clause (i), the amortization schedule applicable to any Incremental Term Loans shall be determined by the U.S. Borrower and the lenders thereunder, (v) the mandatory prepayments applicable to any Incremental Term Loans will be determined by the extent U.S. Borrower and the lenders providing such differences are Incremental Term Loans and (vi) any Incremental Term Loans shall otherwise be on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent. Each notice from the U.S. Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Commitment Increase or Incremental Term Loans or Revolving Commitment IncreasesLoans. (x) Incremental Term Loans may be madeprovided by any existing Lender or any Additional Lender reasonably acceptable to the Administrative Agent, and Revolving (y) U.S. Dollar Facility Commitment Increases may be provided, provided by any existing U.S. Dollar Facility Lender (but and each existing U.S. Dollar Facility Lender will have the right to provide a portion of any U.S. Dollar Facility Commitment Increase, in each case on terms permitted in this Section 2.14) and (z) Multicurrency Facility Commitment Increases may be provided by any existing Multicurrency Facility Lender (and each existing Multicurrency Facility Lender will have the right to provide a portion of any Multicurrency Facility Commitment Increase, in each case on terms permitted in this Section 2.14); provided that (i) the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s providing such Incremental Term Loan if such consent would be required under Section 10.06(a) for an assignment of Loans or Commitments, as applicable, to such Lender and (ii) each of the Administrative Agent, the applicable Facility Agent (in the case of a Multicurrency Facility Commitment Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be unreasonably withheld) to such Lender’s providing such Commitment Increase, in each case, if such consent would be required under Section 10.06(a) for an obligation assignment of Loans or Commitments, as applicable, to such Lender. Each applicable existing Lender shall, by notice to the U.S. Borrower and the Administrative Agent given not later than 10 days after the date of the Administrative Agent’s notice delivered pursuant to the first sentence of this paragraph, either agree to make a portion of any Commitment Increase or Incremental Term Loan, or decline to do so (and any existing Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to do so). In the event that, on the 10th day after the Administrative Agent shall have delivered the notice pursuant to the first sentence of this paragraph, the applicable existing Lenders shall have agreed pursuant to the preceding sentence to provide any Commitment Increase or Incremental Term Loan, as applicable, in an aggregate amount less than the amount requested by the U.S. Borrower, any Commitment Increase or Incremental Term Loan or any portion of any Revolving Commitment Increase) or may be provided by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that (i) the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making providing such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any Loan if such consent would be required under Section 10.07(b10.06(a) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect and (ii) each of Incremental Term Loans and Revolving Commitment Increases shall become Commitments the Administrative Agent, the applicable Facility Agent (or in the case of a Revolving Multicurrency Facility Commitment Increase Increase), the applicable Swing Line Lender and the applicable L/C Issuers shall have consented (not to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.91
Appears in 1 contract
Samples: Credit Agreement (Carters Inc)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the LendersBanks), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Potential Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Potential Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithexist. Each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 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 amount of the Incremental Term Loans shall not exceed $100,000,000 (the “Incremental Availability”); provided, that on a pro forma basis after giving effect to the incurrence of such Incremental Term Loans (i) the Loan Parties shall be in pro forma compliance with (x) the Total Leverage Ratio and Senior Leverage Ratio set forth in Sections 5.2.16 and 5.2.17 hereof assuming, in each case, that the maximum permitted ratio is 0.25 to 1.00 lower than otherwise permitted pursuant to such Section and (y) the Interest Coverage Ratio set forth in Section 5.2.15. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Termination Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than be treated substantially the remaining Weighted Average Life to Maturity of then-existing Term Loanssame as the Loans (in each case, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentAgent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof; provided, further, that, (a) in the event that the applicable interest margins in respect of the Incremental Term Loans are more than 0.25% per annum greater than the applicable interest margins in respect of the Loans, then the applicable interest margins in respect of the Loans shall be increased to the extent necessary so that the interest margins in respect of the Loans are equal to the interest rate margins for such Incremental Term Loans minus 0.25% per annum, (b) solely for purposes of the foregoing clause (a), (x) the interest rate margins applicable to any Loans or Incremental Term Loans shall be deemed to include all original issue discount or upfront or similar fees (which shall be deemed to constitute like amounts of original issue discount) paid or payable by the Borrower generally to the Banks providing such Loans or such Incremental Term Loans in the initial primary syndication thereof (with any original issue discount equated to interest based on an assumed four-year life to maturity) and (y) if the Eurodollar Base Rate or ABR includes a “floor” greater than 1.5% or 2.5%, respectively, such increased amount shall be equated to interest margin; provided further that as of the date of the incurrence of the Incremental Term Loans, the Weighted Average Life to Maturity of the Incremental Term Loans shall not be shorter than that of the Loans. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment IncreasesLoans. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, made by any existing Lender Bank (but and each existing Lender Bank will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increaseon terms permitted in this Section 2.18) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional LenderBank”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender Bank agreeing to provide such Commitment, if any, each Additional LenderBank, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or LendersBanks, 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. The effectiveness of (and the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.1.1 (it being understood that all references to “the Closing Date” or similar language in such Section 4.1.1 shall be deemed to refer to the 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 Loans for any purpose not prohibited by this Agreement. No Lender Bank shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Samples: Credit Agreement (Triumph Group Inc)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or ), or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase” together with any Incremental Term Loans, referred to herein as a “Credit Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date last day of the most recently ended completed Test Period (or, if no Test Period cited in Section 7.11 for which a Compliance Certificate has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended)been delivered, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, Credit Increase had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases Credit Increase shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right Notwithstanding anything to the contrary herein, the aggregate amount of payment and of security with the Revolving Credit Loans and the Term Loans, (b) Increases shall not mature earlier than the Maturity Date with respect to the Term Loans and exceed (cx) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause $75,000,000 plus (cy) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary the Consolidated Leverage Ratio at the time of such Credit Increase is less than or equal to achieve the foregoing); provided that except 3.75:1.00 determined on a Pro Forma Basis as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans last day of the most recent Test Period for which a Compliance Certificate has been delivered, to the extent such differences proceeds are reasonably satisfactory applied to purchase Holdco Loans (whether with the Administrative Agent. Each notice from proceeds thereof or through the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect exchange of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lenderfor Holdco Loans), an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent additional principal amount of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans not to exceed the principal amount of Holdco Loans plus accrued and unpaid interest being so repaid, repurchased or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceexchanged.
Appears in 1 contract
Samples: Credit Agreement (Targa Resources Investments Inc.)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Original Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the any Class of Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended)Period, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding and fully borrowed on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed the sum of $50,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Latest Maturity Date with respect of any Loans outstanding at the time of Incurrence of such Incremental Term Loans and shall have a weighted average life to maturity no shorter than the weighted average life to maturity of the Term B-2 Loans and the Term B-3 Loans (except by virtue of amortization of or prepayment of such Term B-2 Loans or the Term B-3 Loans prior to such date of determination), and (c) except as set forth above, shall have a Weighted Average Life to Maturity not shorter than be treated substantially the remaining Weighted Average Life to Maturity of then-existing same as the Term Loans, B-2 Loans and the Applicable Rate for any Incremental Facility andTerm B-3 Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that the interest rates and amortization schedule (subject to clause (cb) above, amortization for ) applicable to the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenderslenders thereof; providedprovided further that (i) if the Applicable Rate (which, howeverfor such purposes only, shall be deemed to include all upfront or similar fees or original issue discount that the Effective Yield for are paid to all Lenders (and not any one Lender) providing such Incremental Term Loans) relating to any Incremental FacilityTerm Loans exceeds the Applicable Rate (which, for such purposes only, shall not be greater than deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the Effective Yield with respect Term Loans) relating to the Term B-2 Loans or Revolving Credit the Term B-3 Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.50%, the Applicable Rate relating to the Term B-2 Loans and/or the Term B-3 Loans, as the case may applicable, shall be plus 50 basis points (unless the interest rate margins applicable adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount that are paid to all Lenders (and not any one Lender) providing such Incremental Term Loans or Revolving Credit Loans, respectively, are increased ) relating to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to such Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agentminus 0.50%. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any Loan, and each existing Revolving Credit Lender will have the right, but not an obligation, to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or and Swing Line Lender, as applicable, Lender shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.Revolving
Appears in 1 contract
Samples: Credit Agreement (CRC Health CORP)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche Classes of term loans (the “Incremental Term Loans”) and/or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Additional Credit Extension Amendment referred to belowbelow (an “Incremental Effective Date”), no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithexist. Each tranche Class of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, except in the case of Refinancing Incremental Term Loans, on a Pro Forma Basis and after giving effect to the borrowing of all such Incremental Term Loans , the Senior Secured Leverage Ratio (excluding from the calculation thereof for this purpose the cash proceeds of the aggregate amount of Incremental Term Loans that are the subject of such Additional Credit Extension Amendment and other Indebtedness secured by a Lien permitted by Section 7.01(aa) incurred on such Incremental Effective Date) for the most recently ended Test Period shall be less than or equal to 3.75 to 1.0. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit then existing Term Loans and the Term Loans(including with respect to all provisions of Section 8.03), (b) shall not mature earlier than the Maturity Date with respect to the any then outstanding Term Loans and Loans, (c) shall not have a Weighted Average Life to Maturity not shorter that is less than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Class of Term Loans with the longest Weighted Average Life to Maturity and (d) shall be determined by treated substantially the Borrower and same as the applicable new Lenders; providedother then outstanding Term Loans (in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans, provided, that prior to the latest Maturity Date in effect immediately prior to the Incremental Effective Date, (x) no Additional Credit Extension Amendment may provide for a financial covenant applicable only to, or materially more restrictive than a financial covenant applicable to, the Incremental Term Loans incurred pursuant to such Additional Credit Extension Amendment and (y) the Incremental Term Loans, (I) in the case of any voluntary prepayments with respect to other Classes of Term Loans hereunder, may participate on a pro rata basis or less than or greater than pro rata basis with other Classes of Term Loans hereunder, provided, further, that voluntary prepayments may be applied on a greater than pro rata basis to any Incremental Term Loans only to the extent applied to any Class or Classes of Term Loans with an earlier Maturity Date as compared with the remaining Classes of Term Loans then outstanding (it being understood the following clause (II) shall apply to any refinancing of such differences are reasonably satisfactory Class or Classes); and (II) in the case of any mandatory prepayments with respect to other Classes of Term Loans hereunder, may participate on a pro rata basis or less than pro rata basis, but not on a greater than pro rata basis except for prepayments pursuant to Section 2.05(b)(iii); and (ii) the interest rates and amortization schedule applicable to the Administrative AgentIncremental Term Loans shall be determined by the Borrower and the lenders thereof, subject to the limitation set forth in clause (c) above, provided further, that in the event that the All-In Yield of any Incremental Term Loans, other than Refinancing Incremental Term Loans, is more than 50 basis points greater than the All-In Yield of the Term B-23 Loans, then the Applicable Rates for the Term B-3 Loans, as applicable, shall be increased to the extent necessary so that the All-In Yield for such Incremental Term Loans is no more than 50 basis points greater than the All-In Yield for the Term B-23 Loans, as applicable. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment IncreasesLoans. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution approved by the Borrower (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Additional Credit Extension Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Additional Credit Extension Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 (solely as such amendments relate to the Administrative Agent and, in any event, not subject to the approval of any Lender, including through the operation of Section 9.01(b) (other than in such Lender’s capacity as the Administrative Agent, if applicable)), and the Borrower, to effect the provisions of this Section. The effectiveness of (and, in the case of any Additional Credit Extension Amendment for an Incremental Term Loan, the borrowing under) any Additional Credit Extension Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Additional Credit Extension Amendment and borrowing of the applicable Incremental Term Loan) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The So long as the Delayed Draw Termination Date has occurred or will occur contemporaneously with the making of any Incremental Term Loans contemplated hereby, the Borrower may at any time or from time to time after the Closing Dateon one or more occasions, by written notice delivered to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, request (a) one or more additional tranches or additions to an existing tranche Classes of term loans hereunder or additional term loans of the same Class of any existing Class of term loans hereunder (the “Incremental Term Loans”) and/or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred that, subject to belowSection 1.06, no Event of Default shall exist and at the time that any such Incremental Term Loan is made or effected (and also immediately after giving effect thereto), (A) (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) in the case of Incremental Term Loans the proceeds of which will be used to finance a Limited Condition Transaction in which an LCT Election has been made, no Event of Default under Section 7.01(a), (b), (h) or (i) shall exist have occurred and be continuing at the time that any such Incremental Term Loan is made and (iiB) subject to customary “SunGard” provisions in the Borrower case of an Incremental Term Loan the proceeds of which shall be used to fund a Limited Condition Transaction in compliance with which an LCT Election has been made, each of the covenants representations and warranties made by any Loan Party set forth in Section 7.11 determined Article III and in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on a Pro Forma Basis and as of the date of the most recently ended Test Period effectiveness of any Incremental Amendment with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (oror in all respects, if no Test Period cited in Section 7.11 has passedas the case may be) as of such earlier date. Notwithstanding anything to contrary herein, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as aggregate principal amount of the last four quarters ended), in each case, as if such Incremental Term Loans or that can be incurred at any borrowings under any time shall not exceed the Incremental Cap at such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithtime. Each tranche of (i) Incremental Term Loans Loan shall be in an aggregate a minimum principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 5,000,000 and integral multiples of $500,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $1,000,000 either of the foregoing amounts if either such amount represents all the remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase permitted to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments incurred pursuant to this Section 2.14, paragraph (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Samples: Credit Agreement (Atlas Technical Consultants, Inc.)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”)” and, in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such together with any Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed Loans, referred to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving herein as a “Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000Increase”); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and or would exist after giving effect thereto) no Event of Default shall exist thereto and (ii) as of the Incremental Facility Closing Date, the Borrower shall be in compliance with the covenants set forth in provisions of Section 7.11 determined 7.1, calculated on a Pro Forma Basis pro forma basis after giving effect to the Credit Increase to be made on the Incremental Facility Closing Date, as of the date end of the most recently ended Test Period recent period for which financial statements were required to have been delivered pursuant to Section 6.1(a) or (b) or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for prior to the first Test Period cited in delivery date for such Section shall be satisfied financial statements hereunder, as of the last four quarters ended), in each case, as end of the period for which the most recent financial statements of the Company are available and if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of any such fiscal quarter of period is prior to the Borrower first test date under Section 7.1, the levels for testing compliance therewiththe first test date under Section 7.1 shall be deemed to apply for this purpose. Each tranche of (i) Incremental Term Loans Credit Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 15,000,000 (provided that such amount may be less than $1,000,000 a lesser amount if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment there shall be no more than four such increases). Notwithstanding anything to the contrary herein, the aggregate amount of the Credit Increases shall be in an aggregate principal amount that is not less than exceed $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence)75,000,000. The Incremental Term Loans (aA) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loansother applicable Facilities, (bB) shall not mature earlier than the Tranche B Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life weighted average life to Maturity not shorter than the remaining Weighted Average Life maturity (pursuant to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, such amortization for the Incremental Term Loans shall schedules as may be determined by the Borrower and the applicable new Lenders; provided, however, lenders thereof) that the Effective Yield for any Incremental Facility, shall not be greater is no shorter than the Effective Yield with respect then-remaining weighted average life to maturity of the Tranche B Term Loans or Revolving Credit (as the aggregate amount thereof may have been reduced and as the scheduled amortization thereof may have been modified as of such date) and (C) will accrue interest at rates determined by the Borrower and the lenders providing such Incremental Term Loans, as the case which rates may be plus 50 basis points (unless higher or lower than the interest rate margins rates applicable to the Tranche B Term Loans, provided that if the initial yield on such Incremental Term Loans (as determined by the Administrative Agent to be equal to the sum of (1) the interest margins on such Incremental Term Loans and (2) if such Incremental Term Loans are initially made at a discount or Revolving Credit the Lenders making the same in syndication thereof receive a fee (in the form of discount or otherwise, but excluding any underwriting or arrangement fee paid for the account of an underwriter or arranger and also, for the avoidance of doubt, excluding any financial advisory fee paid in respect of services rendered in respect of any merger, acquisition or similar transaction) directly or indirectly from the Parent, the Borrower, any Subsidiary or Affiliate of the foregoing for doing so (the amount of such discount or fee, expressed as a percentage of the Incremental Term Loans, respectivelybeing referred to herein as “Incremental OID,” with the amount of such Incremental OID being quantified by dividing it by an assumed four year life to maturity) exceeds (such excess, are the “Yield Differential”) the sum of (x) the interest margin for Initial Tranche B Term Loans as of the Closing Date and (y) if the Initial Tranche B Term Lenders in syndication thereof received upfront or similar fees (in the form of discount or otherwise, but excluding any underwriting or arrangement fee paid for the account of an underwriter or arranger and also, for the avoidance of doubt, excluding any financial advisory fee paid in respect of services rendered in respect of any merger, acquisition or similar transaction) directly or indirectly from the Parent, the Borrower, any Subsidiary or any Affiliate of the foregoing for making the Initial Tranche B Term Loans (the amount of such fees, expressed as a percentage of the sum of the original aggregate amount of the Initial Tranche B Term Commitments, being referred to herein as “Initial OID”), with the amount of such Initial OID being quantified by dividing it by an assumed four year life to maturity, then the Applicable Margin then in effect for any outstanding Tranche B Term Loans shall automatically be increased to by the extent necessary to achieve Yield Differential, effective upon the foregoing)making of the Incremental Term Loans; provided that except as provided abovein preceding clauses (B) or (C), the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Tranche B Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative Agent. The Revolving Commitment Increases shall be on the same terms as the Revolving Commitments. Each notice from the Borrower pursuant to this Section 2.14 2.23 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Credit Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Tranche B Term Lender will not have an obligation the right to make a portion of any Incremental Term Loan or any and each existing Revolving Lender will have the right to provide a portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative AgentAgent and, L/C Issuer and/or Swing Line Lenderin the case of a Revolving Commitment Increase, as applicable, the Issuing Bank shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any Increases, if such consent would be required under Section 10.07(b) 10.6 for an assignment of Tranche B Term Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Credit Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Parent, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The An Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.142.23 and the use of proceeds of such Credit Increase. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in the Incremental Amendment. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Credit Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.142.23, (a) if the increase relates to participations held by the Revolving Credit Facility, each Revolving Credit Lender Lenders in the L/C Exposure and Swingline Loans immediately prior to such increase will automatically and without further act be deemed reallocated so as to have assigned to each Lender providing a portion of be held by the Revolving Commitment Increase (each, a “Lenders ratably in accordance with their respective Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, Percentages after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) ifIncrease. If, on the date of such increasea Revolving Commitment Increase, there are any Revolving Credit Loans under the applicable Facility outstanding, the Borrower shall prepay such Revolving Credit Loans shall in accordance with this Agreement on or prior to the date of effectiveness of such Revolving Commitment Increase be prepaid (but the Borrower may finance such prepayment with a concurrent borrowing of Revolving Loans from the Revolving Lenders in accordance with their Revolving Percentages after giving effect to such Revolving Commitment Increase). The Borrower may use the proceeds of additional Revolving each Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied Increase for any purpose not prohibited by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceunless otherwise agreed in connection with such Credit Increase.
Appears in 1 contract
Samples: Credit Agreement (Radiation Therapy Services Holdings, Inc.)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended)Period, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 20,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 20,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed $200,000,000; provided that the aggregate amount of the Revolving Commitment Increases shall not exceed $100,000,000. Each tranche of Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) except as set forth above, amortization for shall be treated substantially the Incremental same as the Term Loans shall be determined by the Borrower (in each case, including with respect to mandatory and the applicable new Lendersvoluntary prepayments); provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that i) except as provided abovein preceding clauses (a) and (b), the terms and conditions applicable to a given tranche of Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentArrangers and (ii) the interest rates and amortization schedule applicable to any tranche of Incremental Term Loans shall be determined by the Borrower and the lenders thereof. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any Loan, and each existing Revolving Credit Lender will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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, provided, however, that no such amendment shall amend, modify or supplement any matter described in the first or second proviso of Section 2.1410.01 without the consent of the requisite Lenders as provided in Section 10.01. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the 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 Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14Section, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro Pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ai) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (bii) one or more increases in the amount of the any Class of Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (iA) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (iiB) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each casePeriod, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans (awhich, for this purpose, shall include Term B-6 Loans but shall not include Term B-7 Loans or, Term B-8 Loans, Term B-9 Loans or Term B-10 Loans) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, Commitment Increases (bother than (x) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with avoidance of doubt those established in respect to of Extended Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Extended Revolving Credit Commitments pursuant to this Section 2.14, 2.17 and (ay) if Replacement Revolving Commitments) shall not exceed the increase relates to sum of (x) $500,000,000 plus (y) the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion aggregate amount of principal payments made in respect of the Revolving Commitment Increase Term Loans as of such Incremental Facility Closing Date (eachincluding, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to Term B-6 Loans incurred on the Revolving Credit Facility First Amendment Effective Date only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage principal amount of Term B-2 Loans repaid concurrently with the aggregate outstanding incurrence of Term B-6 Loans on such date and excluding (iI) participations hereunder in Letters prepayments of Credit Term B-4 Loans, Term B-5 Loans and (ii) participations hereunder in Swing Line Term B-6 Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from with the proceeds of additional Revolving Credit Term B-7 Loans made hereunder or Term B-8 Loans and (reflecting such increase in Revolving Credit CommitmentsII) prepayments of Term B-7 Loans and Term B-8 Loans with the proceeds of Term B-9 Loans or Term B-10 Loans), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Samples: Credit Agreement (West Corp)
Incremental Credit Extensions. (a) The Borrower Nxxxxxx may (and TNC or NHF may, in the case of clause (b)) at any time or from time to time after the Closing Pushdown Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on of any Facility or the same terms as the addition of a new Revolving Credit Facility to be provided to the Canadian Borrower (except for interest rate margins and commitment fees as set forth below) (each such increase or new Revolving Credit Facility, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist (provided that, any such request or Incremental Amendment made in connection with a Permitted Acquisition or other Investment permitted under Section 7.02 shall require only that no Event of Default under Section 8.01(a), (f) or (g) shall exist at such time) and (ii) unless otherwise waived by the Borrower Required Class Lenders with respect to the Tranche A Revolving Credit Facility and Class A Term Loans, Nxxxxxx shall be in compliance with the covenants covenant set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended)Period, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower Nxxxxxx for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect Notwithstanding anything to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than contrary herein, the remaining Weighted Average Life to Maturity aggregate amount of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; providedRevolving Commitment Increases (other than, howeverfor the avoidance of doubt, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with those established in respect to of Extended Term Loans or Extended Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower Commitments pursuant to this Section 2.14 2.16) shall set forth not exceed at the requested time of issuance or incurrence, when taken together with the aggregate principal amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement incurred pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.this
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants covenant set forth in Section 7.11 for the Test Period in effect at the applicable Incremental Facility Closing Date (it being understood that if the applicable Incremental Facility Closing Date is to occur prior to the date the March 31, 2007 Test Period has become effective, the level set forth in Section 7.11 for the March 31, 2007 Test Period shall be deemed to apply) determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithBasis. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 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 amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed the sum of $500,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) except as set forth above, amortization for shall be treated substantially the Incremental same as the Term Loans shall be determined by the Borrower and the applicable new Lenders; provided(in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentArrangers and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any Loan, and each existing Revolving Credit Lender will have the right, but not an obligation, to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the 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 Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit FacilitySection, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Revolving Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Revolving Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) ifCommitment. If, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at (i) At any time or and from time to time after the Closing Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy make available to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (b) effect one or more increases in the aggregate amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such from Additional Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000)Lenders; provided that (i) both at the time of any each such request and upon the effectiveness of any each Incremental Amendment referred to belowRevolving Facility Amendment, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect theretoA) no Event of Default shall exist have occurred and be continuing or shall result therefrom, (iiB) [reserved], (C) the Senior Secured Net Leverage Ratio on a Pro Forma Basis (treating the proposed Revolving Commitment Increase as fully drawn and excluding from the calculation of Consolidated Net Debt the cash proceeds from the borrowing of the proposed Revolving Commitment Increase) shall not exceed 3.11:1.0 as of the end of the most recent Test Period, (D) the Total Net Leverage Ratio on a Pro Forma Basis (treating the proposed Revolving Commitment Increase as fully drawn and excluding from the calculation of Consolidated Net Debt the cash proceeds from the borrowing of the proposed Revolving Commitment Increase) as of the end of the most recent Test Period shall not exceed the ratio that is 0.25 less than the maximum Total Net Leverage Ratio permitted under Section 6.11 as of the end of such Test Period, (E) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis (treating the proposed Revolving Commitment Increase as fully drawn and excluding from the calculation of Consolidated Net Debt the cash proceeds from the borrowing of the proposed Revolving Commitment Increase) with the Financial Performance Covenant as of the date end of the most recently ended recent Test Period Period, (orF) Holdings shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A), if no Test Period cited (C), (D) and (E) above, including reasonably detailed calculations demonstrating compliance with clauses (C), (D) and (E) above, (G) in Section 7.11 has passedthe case of a Revolving Commitment Increase, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as maturity date of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment IncreasesIncrease shall be the Revolving Maturity Date, as applicable, had been outstanding such Revolving Commitment Increase shall require no scheduled amortization or mandatory commitment reduction prior to the Revolving Maturity Date and such Revolving Commitment Increase shall be on the last day of such fiscal quarter of same terms (and pursuant to the Borrower for testing compliance therewith. Each tranche of same documentation) governing the Revolving Commitments pursuant to this Agreement, and (iH) any Incremental Term Loans Revolving Facility Amendment shall be in an aggregate principal amount that is not less than $10,000,000 on the terms and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect pursuant to the Term Loans and (c) shall have a Weighted Average Life documentation to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the Additional Revolving Lenders with the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing)Commitment Increase; provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences terms and documentation are not consistent with this Agreement, they shall be reasonably satisfactory to the Administrative Agent; provided, further, that no Issuing Bank or Swingline Lender shall be required to act as “issuing bank” or “swingline lender” under any such Revolving Commitment Increase without its written consent. Each notice from Notwithstanding anything to contrary in this Agreement, the Borrower pursuant to this Section 2.14 shall set forth sum of (x) the requested aggregate principal amount and proposed terms of the relevant Incremental Term Loans or all Revolving Commitment Increases. Incremental , (y) the aggregate principal amount of all Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender and (but each existing Lender will z) the aggregate principal amount of all Additional Notes issued pursuant to Section 6.01(a)(xxiii) shall not have an obligation to make a portion of any exceed the Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional LenderCap. Commitments in respect of Incremental Term Loans and Each Revolving Commitment Increases shall become Commitments (or be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof unless such amount represents all the case remaining availability under the aggregate principal amount of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceIncreases set forth above.
Appears in 1 contract
Samples: Credit Agreement (Tornier N.V.)
Incremental Credit Extensions. (a) The Borrower Company may at any time or from time to time after the Closing Amendment No. 1 Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the applicable Lenders), request (ax) one or more increases in any existing tranche of Term Loans or one or more additional tranches or additions to an existing tranche of term loans loan commitments (the “Incremental Term Loan Commitments” and the loans made thereunder, the “Incremental Term Loans”” ) and/or or (by) one or more increases in the amount of the Revolving Credit Commitments on the same terms as and/or additional tranches of Revolving Credit Commitments (each such increase or additional tranche, an “Incremental Revolving Credit Commitment” and the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a Loans made pursuant thereto, the “Incremental Revolving Commitment IncreaseCredit Loans”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon after giving effect to the effectiveness of any Incremental Amendment referred to belowbelow (including, in the case of any Incremental Term Loan, after giving effect thereto), no Event of Default (or in connection with any Limited Condition Transaction no Event of Default under Article 8(a) or Article 8(f)) shall exist have occurred and at be continuing, (ii) the time aggregate principal amount of Incremental Term Loans and Incremental Revolving Credit Commitments that shall be incurred or that shall become effective shall not exceed, together with any Indebtedness incurred pursuant to Section 7.02(y), the Incremental Cap Amount (it being agreed that the Term B-1 Loans shall not be included in the calculation of the usage of the Incremental Cap Amount for purposes of borrowing the Term B-1 Loans on the Amendment No. 1 Effective Date or thereafter, for purposes of calculating the usage of clause (c) of the definition of Incremental Cap Amount), (iii) the representations and warranties in Article 4 shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the effective date of such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period or Incremental Revolving Credit Commitment (or, if no Test Period cited in Section 7.11 has passed, at the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as option of the last four quarters ended)Company, in each case, as if such the case of Incremental Term Loans or any borrowings under any such Incremental Revolving Commitment IncreasesCredit Commitments incurred to finance a Limited Condition Transaction, as applicable, had been outstanding on the last day date on which the definitive agreement for such acquisition or investment is entered into) (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such fiscal quarter of the Borrower for testing compliance therewith. Each date); (iv) each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 50,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) each Incremental Revolving Credit Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be provided that, in an increment of $1,000,000 in excess thereof (provided that each case, such amount may be less than $1,000,000 such amount if (x) such amount represents all remaining availability under the limit set forth in clause (ii) above or (y) if otherwise agreed to by the next sentence). The Administrative Agent, (v) if an Incremental Term Loans Revolving Credit Commitment is requested, the Borrower shall have delivered to the Administrative Agent a certificate demonstrating in reasonable detail that after giving effect to the incurrence of such Incremental Revolving Credit Commitment (assuming a full drawing thereof) and the use of proceeds thereof on a Pro Forma Basis the Company would be in compliance with the Financial Covenants recomputed as of the end of the most recently ended Test Period; (vi) the Borrower shall deliver to the Administrative Agent (a) shall rank pari passu in right a certificate of payment each Loan Party dated as of the date of such increase signed by an authorized officer of such Loan Party certifying and attaching resolutions adopted by the board of security with the Revolving Credit Loans directors or equivalent governing body of such Loan Party approving such increase and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect customary opinions of legal counsel to the Term Loans Loan Parties, addressed to the Administrative Agent and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for each lender under the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any or Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line LenderCommitment, as applicable, on the date thereof, dated as of the effective date of such increase and (vii) there shall have consented (be not to be unreasonably withheldmore than two separate tranches of Revolving Credit Commitments and Incremental Revolving Credit Commitments in effect at any time, conditioned or delayed) to such Lender’s or Additional Lender’s making such excluding Incremental Term Loans or providing such Revolving Commitment Increases Credit Commitments with identical terms to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Initial Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
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Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Extended Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended)Period, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans, when added to the aggregate amount of Revolving Commitment Increases, shall not exceed $75,000,000. Each tranche of Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Latest Maturity Date then in effect, (c) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to the Term Loans mandatory and voluntary prepayments) and (cd) shall have a Weighted Average Life to Maturity not shorter of no less than the remaining Weighted Average Life to Maturity of then-existing as then in effect for the Term Loans, and the Applicable Rate for any Incremental Facility andprovided further that (i) except as provided in preceding clauses (a), subject to clause (b), (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoingd); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentArrangers and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the NEWYORK 7904486 (2K) relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any Loan, and each existing Revolving Credit Lender will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.15 and otherwise in a form reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent and each other Person that has a consent right under Section 10.07(b) shall have consented (not to be unreasonably withheld, conditioned withheld or delayed) to such Lender’s 's or Additional Lender’s 's making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Extending Revolving Credit Lender, an increase in such Lender’s 's applicable Extended Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the 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 Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Extended Revolving Credit Commitments pursuant to this Section 2.14Section, (aA) if the increase relates to Pro Rata Shares of the Revolving Credit Facility, each Revolving Credit Lender immediately prior Lenders shall be automatically adjusted at such time to such increase will automatically and without further act be deemed give effect to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, that the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Lender providing a portion of the Revolving Commitment Increase LenderIncrease) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s 's Revolving Credit Commitment Commitment, and (bB) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Extended Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), in each case to the extent necessary so that all of the Revolving Credit Lenders participate in each outstanding Revolving Credit Borrowing based on their Pro Rata Share of their Revolving Credit Commitments (after giving effect to such Revolving Commitment Increase), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.NEWYORK 7904486 (2K)
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Incremental Credit Extensions. (a) The Borrower may at any time or from time to time on one or more occasions after the Closing Date, by written notice delivered to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, request (ai) one or more additional tranches or additions to an existing tranche Classes of term loans hereunder or additional term loans of the same Class of any existing Class of term loans hereunder (the “Incremental Term Loans”) and/or (bii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility hereunder (except for interest rate margins and commitment fees as set forth below) (a each such increase, an “Incremental Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Facilities”); provided that, in an aggregate principal amount not subject to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to Section 1.06, at the incurrence of time that any such Incremental Term Loan or any borrowing under such Incremental Revolving Commitment Increase is made or effected (and for purposes of any calculations under this Section 2.14 also immediately after giving effect thereto), (A) no Event of Default shall have occurred and be continuing or would result therefrom; provided that in the cash proceeds case of such Incremental Term Loans shall the proceeds of which will be excluded for purposes of calculating Consolidated First Lien Net Debt and used to finance a Limited Condition Transaction in which an LCT Election has been made, (Bx) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist or would result therefrom as of the LCT Test Date and (y) at the time of funding of such Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (iiB) subject to customary “SunGard” provisions in the Borrower case of an Incremental Term Loan the proceeds of which shall be used to fund a Limited Condition Transaction in compliance with which an LCT Election has been made, each of the covenants representations and warranties made by any Loan Party set forth in Section 7.11 determined Article III and in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on a Pro Forma Basis and as of the date of the most recently ended Test Period effectiveness of any Incremental Facility Amendment with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (oror in all respects, if no Test Period cited in Section 7.11 has passedas the case may be) as of such earlier date. Notwithstanding anything to contrary herein, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as aggregate principal amount of the last four quarters ended), in each case, as if Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithtime. Each tranche of (i) Incremental Term Loans Facility shall be in an aggregate a minimum principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 5,000,000 and integral multiples of $500,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $1,000,000 either of the foregoing amounts if either such amount represents all the remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit Incremental Facilities set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
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Incremental Credit Extensions. (a) The Borrower may at any time or from time to time on one or more occasions after the Closing Date, by written notice delivered to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, request (ai) one or more additional tranches or additions to an existing tranche Classes of term loans hereunder or additional term loans of the same Class of any existing Class of term loans hereunder (the “Incremental Term Loans”) and/or (bii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility hereunder (except for interest rate margins and commitment fees as set forth below) (a each such increase, an “Incremental Revolving Commitment Increase” and, together with the Incremental Term Loans, the “Incremental Facilities”); provided that, in an aggregate principal amount not subject to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to Section 1.06, at the incurrence of time that any such Incremental Term Loan or any borrowing under such Incremental Revolving Commitment Increase is made or effected (and for purposes of any calculations under this Section 2.14 also immediately after giving effect thereto), (A) no Event of Default shall have occurred and be continuing or would result therefrom; provided that in the cash proceeds case of such Incremental Term Loans shall the proceeds of which will be excluded for purposes of calculating Consolidated First Lien Net Debt and used to finance a Limited Condition Transaction in which an LCT Election has been made, (Bx) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist or would result therefrom as of the LCT Test Date and (y) at the time of funding of such Incremental Term Loans, no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (iiB) subject to customary “SunGard” provisions in the Borrower case of an Incremental Term Loan the proceeds of which shall be used to fund a Limited Condition Transaction in compliance with which an LCT Election has been made, each of the covenants representations and warranties made by any Loan Party set forth in Section 7.11 determined Article III and in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on a Pro Forma Basis and as of the date of the most recently ended Test Period effectiveness of any Incremental Facility Amendment with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (oror in all respects, if no Test Period cited in Section 7.11 has passedas the case may be) as of such earlier date. Notwithstanding anything to contrary herein, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as aggregate principal amount of the last four quarters ended), in each case, as if Incremental Facilities that can be incurred at any time shall not exceed the Incremental Cap at such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithtime. Each tranche of (i) Incremental Term Loans Facility shall be in an aggregate a minimum principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 5,000,000 and integral multiples of $500,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided that such amount may be less than $1,000,000 either of the foregoing amounts if either such amount represents all the remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit Incremental Facilities set forth in the next sentence)above. (b) The Incremental Term Loans (ai) shall rank pari passu equal or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) and, if secured, shall not mature earlier than be secured on a pari passu or junior basis only by the Maturity Date with respect Collateral securing the Secured Obligations and shall only be guaranteed by the Loan Parties; provided that, any Incremental Term Loans that are unsecured or secured on a junior basis to the Term Loans and (c) shall have be evidenced by a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility separate loan agreement and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “junior secured Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.Term
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and exist, (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 for the Test Period in effect at the applicable Incremental Facility Closing Date (it being understood that if the applicable Incremental Facility Closing Date is to occur prior to the date the December 31, 2007 Test Period has become effective, the levels set forth in Section 7.11 for the December 31, 2007 Test Period shall be deemed to apply), as determined on a Pro Forma Basis as of and (iii) the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 Senior Secured Leverage Ratio for the first Test Period cited in such Section shall Borrower would be satisfied as of the last four quarters ended), in each casenot greater than 4.25:1, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding determined on the last day of such fiscal quarter of the Borrower for testing compliance therewitha Pro Forma Basis. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 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 amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed $150,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) except as set forth above, amortization for shall be treated substantially the Incremental same as the Term Loans shall be determined by the Borrower and the applicable new Lenders; provided(in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentArrangers and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any Loan, and each existing Revolving Credit Lender will have the right, but not an obligation, to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the 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 Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit FacilitySection, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) ifCommitment. If, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Parent Borrower may at any time or from time to time after the Closing Restatement Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions of term loans or, if satisfactory to the Administrative Agent, an increase of an existing tranche of term loans Term Loans (the “Incremental Term Loans”) and/or ), (b) one or more increases in the amount of the Dollar Revolving Credit Commitments on (each such increase, a “Dollar Revolving Commitment Increase”) or (c) one or more increases in the same terms as amount of the Alternative Currency Revolving Credit Facility Commitments (except for interest rate margins and commitment fees as set forth below) (each such increase, an “Alternative Currency Revolving Commitment Increase” and, together with any Dollar Revolving Commitment Increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and exist, (ii) at the time that any such Incremental Term Loan is made (and after giving effect thereto) ), no Default or Event of Default shall exist and (iiiii) upon the effectiveness of any such Incremental Amendment and at the time any such Incremental Term Loan is made (after giving effect thereto), the Parent Borrower shall be in pro forma compliance with the covenants covenant set forth in Section 7.11 determined 7.14 for the Test Period then last ended calculated on a Pro Forma Basis as pro forma basis for such Incremental Amendment and/or Incremental Term Loan in accordance with Section 1.10 (and a certificate from the Chief Financial Officer of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in Parent Borrower demonstrating compliance with such Section calculated in reasonable detail shall be satisfied as of provided to the last four quarters endedAdministrative Agent), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment a Dollar Amount of $1,000,000 in excess thereof 100,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment a Dollar Amount of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 100,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed (A) the sum of (i) $1,500,000,000 (such amount, the “Initial Incremental Amount”) plus (ii) the excess, if any, of (x) 0.65 times Consolidated EBITDA of the Parent Borrower for the Test Period then last ended prior to the date of determination and calculated on a pro forma basis in accordance with Section 1.10 over (y) the Initial Incremental Amount plus (iii) the aggregate amount of principal of Term Loans prepaid pursuant to Sections 2.05(b)(i) and 2.05(b)(iii) since the Closing Date that have not been refinanced with Indebtedness under this Agreement minus (B) the aggregate amount of Permitted Alternative Incremental Facilities Indebtedness incurred under Section 7.03(i) (and any refinancing of such Permitted Alternative Incremental Facilities Indebtedness permitted pursuant to Section 7.03(i), but excluding the principal amount of any such refinancing indebtedness represented by unpaid accrued interest and premium on the indebtedness being refinanced plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with the modification, refinancing, refunding, renewal or extension thereof). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Tranche B Term Loans (without giving effect to any prior Extensions thereof) (except in the case of an increase of an existing Class of Loans or Commitments, in which case such Incremental Term Loan shall mature on the Maturity Date of such Class being increased) and (c) shall have a Weighted Average Life to Maturity not shorter than be treated substantially the remaining Weighted Average Life to Maturity of then-existing Term Loans, and same as the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Tranche B Term Loans shall be determined by the Borrower and the applicable new Lenders; provided(in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences (other than interest rates and amortization schedule) are reasonably satisfactory acceptable to the Administrative AgentAgent and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Parent Borrower and the lenders thereof; provided that the Incremental Term Loans shall not have a Weighted Average Life to Maturity shorter than that of the Tranche B Term Loans (without giving effect to any prior Extensions thereof) (except by virtue of amortization or prepayment of the Term Loans prior to the time of such incurrence). Each Revolving Commitment Increase (including, for the avoidance of doubt, any Revolving Commitment Increase when no Revolving Credit Commitments are then outstanding) (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall, in the case of an increase of an existing Class of Loans or Commitments, mature on the Maturity Date of such Class being increased, (c) shall, in the case of a Revolving Commitment Increase when no Revolving Credit Commitments are then outstanding, mature on a date determined by the Parent Borrower and the lenders thereof but in no event earlier than July 30, 2014 and (d) shall be on terms (other than, as set forth in clause (c), maturity date) and pursuant to the documentation applicable to the Revolving Credit Commitments, provided that the upfront fees applicable to any Revolving Commitment Increases shall be determined by the Parent Borrower and the lenders thereof and, provided, further, that, in the case of a Revolving Commitment Increase when no Revolving Credit Commitments are then outstanding, the interest rates applicable to any Revolving Commitment Increases shall be determined by the Parent Borrower and the lenders thereof. Each notice from the Parent Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each it being understood that no existing Term Lender will not have an obligation to make a portion of any Incremental Term Loan or any and no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase) ), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other bank or other financial institution lender (any such other bank or other financial institution lender being called an “Additional Lender”), ; provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan DocumentsDocuments (including, without limitation, an accession by each Additional Lender to the Loss Sharing Agreement), executed by the Parent Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Lenders or Loan Party, Agents or LendersParties, 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 Parent Borrower, to effect the provisions of this Section 2.14Section. No Lender The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be obligated subject to provide the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Parent Borrower shall use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement; provided that (i) to the extent the proceeds of Incremental Term Loans and Revolving Commitment Increases are being used to refinance Retained Existing Notes, such refinancing occurs no earlier than the final maturity date of such Retained Existing Notes, and (ii) any amount of Incremental Term Loans in excess of the Initial Incremental Amount may be used (x) only to refinance Retained Existing Notes on their final maturity date or (y) if, after the Restatement Date but no more than nine months prior to the date of incurrence of such Incremental Term Loans or effectiveness of such Revolving Commitment Increase, the Parent Borrower shall have repaid any Retained Existing Notes on their final maturity date (other than with proceeds of Incremental Term Loans, Revolving Commitment Increases or Permitted Alternative Incremental Facilities Indebtedness, in each case incurred other than under the Initial Incremental Amount), to the extent of the amount so repaid, for working capital and other general corporate purposes (except where such Retained Existing Notes were refinanced with the proceeds of Indebtedness incurred pursuant to Section 7.03(b), in which case the proceeds of such Incremental Term Loans or Revolving Commitment Increases, unless it so agreesIncreases shall be used to permanently repay or prepay such Indebtedness). Upon each increase in (A) the Dollar Revolving Credit Commitments pursuant to this Section 2.14, (ax) if the increase relates to the Revolving Credit Facility, each Dollar Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Dollar Revolving Commitment Increase (each, each a “Dollar Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Dollar Revolving Credit Lender’s participations hereunder in outstanding Dollar Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Dollar Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Dollar Revolving Credit Lender (including each such Dollar Revolving Commitment Increase Lender) will equal the percentage of the aggregate Dollar Revolving Credit Commitments of all Dollar Revolving Credit Lenders represented by such Dollar Revolving Credit Lender’s Revolving Credit Commitment and (by) if, on the date of such increase, there are any Dollar Revolving Credit Loans under the applicable Facility outstanding, such Dollar Revolving Credit Loans shall on or prior to the effectiveness of such Dollar Revolving Commitment Increase be prepaid from the proceeds of additional Dollar Revolving Credit Loans made hereunder (reflecting such increase in Dollar Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Dollar Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05 and (B) the Alternative Currency Revolving Credit Commitments pursuant to this Section 2.14, (x) each Alternative Currency Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Alternative Currency Revolving Commitment Increase (each an “Alternative Currency Revolving Commitment Increase Lender” and, together with each Dollar Revolving Commitment Increase Lender, the “Revolving Commitment Increase Lenders”), and each such Alternative Currency Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Alternative Currency Revolving Credit Lender’s participations hereunder in outstanding Alternative Currency Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Alternative Currency Letters of Credit held by each Alternative Currency Revolving Credit Lender (including each such Alternative Currency Revolving Commitment Increase Lender) will equal the percentage of the aggregate Alternative Currency Revolving Credit Commitments of all Alternative Currency Revolving Credit Lenders represented by such Alternative Currency Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Alternative Currency Revolving Credit Loans outstanding, such Alternative Currency Revolving Credit Loans shall on or prior to the effectiveness of such Alternative Currency Revolving Commitment Increase be prepaid from the proceeds of additional Alternative Currency Revolving Credit Loans made hereunder (reflecting such increase in Alternative Currency Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Alternative Currency Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Communications Inc)
Incremental Credit Extensions. (a) The Borrower Company may at any time or from time to time after the Closing Amendment No. 3 Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the applicable Lenders), request (ax) one or more increases in any existing tranche of Term Loans or one or more additional tranches or additions to an existing tranche of term loans loan commitments (the “Incremental Term Loan Commitments” and the loans made thereunder, the “Incremental Term Loans”” ) and/or or (by) one or more increases in the amount of the Revolving Credit Commitments on the same terms as and/or additional tranches of Revolving Credit Commitments (each such increase or additional tranche, an “Incremental Revolving Credit Commitment” and the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a Loans made pursuant thereto, the “Incremental Revolving Commitment IncreaseCredit Loans”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon after giving effect to the effectiveness of any Incremental Amendment referred to belowbelow (including, in the case of any Incremental Term Loan, after giving effect thereto), no Event of Default (or in connection with any Limited Condition Transaction no Event of Default under Article 8(a) or Article 8(f)) shall exist have occurred and at be continuing, (ii) the time aggregate principal amount of Incremental Term Loans and Incremental Revolving Credit Commitments that shall be incurred or that shall become effective shall not exceed, together with any Indebtedness incurred pursuant to Section 7.02(y), the Incremental Cap Amount (it being agreed that the Term B-1 Loans shall not be included in the calculation of the usage of the Incremental Cap Amount for purposes of borrowing the Term B-1 Loans on the Amendment No. 1 Effective Date or thereafter, for purposes of calculating the usage of clause (c) of the definition of Incremental Cap Amount), (iii) the representations and warranties in Article 4 shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the effective date of such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period or Incremental Revolving Credit Commitment (or, if no Test Period cited in Section 7.11 has passed, at the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as option of the last four quarters ended)Company, in each case, as if such the case of Incremental Term Loans or any borrowings under any such Incremental Revolving Commitment IncreasesCredit Commitments incurred to finance a Limited Condition Transaction, as applicable, had been outstanding on the last day date on which the definitive agreement for such acquisition or investment is entered into) (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such fiscal quarter of the Borrower for testing compliance therewith. Each date); (iv) each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 50,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) each Incremental Revolving Credit Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be provided that, in an increment of $1,000,000 in excess thereof (provided that each case, such amount may be less than $1,000,000 such amount if (x) such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (cii) above, amortization for the Incremental Term Loans shall be determined above or (y) if otherwise agreed to by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.,
Appears in 1 contract
Samples: Credit Agreement (Harsco Corp)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or ), or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon after giving effect to the effectiveness of any Incremental Amendment referred to belowbelow (including, no Event in the case of Default shall exist and at the time that any such Incremental Term Loan is made (and Loan, after giving effect thereto) ), no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 7.1 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied pro forma basis as of the last four quarters ended)day of the most recent fiscal quarter for which financial statements have been delivered hereunder, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewiththerewith and after giving effect to the intended use of proceeds thereof. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 10,000,000 if (x) such amount represents all remaining availability under the limit set forth in the next sentence or (y) if otherwise agreed to by the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the Term Loans and (ii) the Revolving Commitment Increases shall be in an aggregate principal amount that is not less than exceed $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence)50,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice (each, an “Incremental Facility Activation Notice”) from the Borrower pursuant to this Section 2.14 2.3, which shall be in form reasonably satisfactory to the Administrative Agent, shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases, including, in the case of Term Loans, (i) the applicable Term Maturity Date, which shall in any case be no earlier than one year subsequent to the Revolving Termination Date, (ii) the amortization schedule, if any, for such Term Loans, which shall not exceed more than 1% per annum of the original principal amount thereof prior to one year after the Revolving Termination Date, (iii) the Applicable Margin for such Term Loans and (iv) the proposed original issue discount applicable to such Term Loans, if any. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) 10.6 for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Term Commitments in respect of Incremental shall become Term Loans and Revolving Commitment Increases shall become Revolving Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Lender with a Revolving Credit LenderCommitment, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed (in the case of such amendment to this Agreement) by the Borrower, each Lender agreeing to provide such Term Commitment or Revolving Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Any Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.145.2 (it being understood that all references to “the date of such extension of credit” or similar language in such Section 5.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower may use the proceeds of the Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, Increases unless it so agrees. Upon each increase in the Revolving Credit Commitments Commitments, if any, pursuant to this Section 2.14Section, (a) if the increase relates to the each Lender with a Revolving Credit Facility, each Revolving Credit Lender Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participationsparticipation, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Lender with a Revolving Credit Lender Commitment (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders with Revolving Credit Lenders Commitments represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans Loans, shall on or prior to the effectiveness of such Revolving Commitment Increase Increase, be prepaid from the proceeds of additional Revolving Credit Loans Loans, as applicable, made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.052.16. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ai) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (bii) one or more increases in the amount of the any Class of Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (iA) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (iiB) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each casePeriod, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving 100 Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans (awhich, for this purpose, shall include Term B-6 Loans but shall not include Term B-7 Loans or Term B-8 Loans) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, Commitment Increases (bother than (x) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with avoidance of doubt those established in respect to of Extended Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Extended Revolving Credit Commitments pursuant to this Section 2.14, 2.17 and (ay) if Replacement Revolving Commitments) shall not exceed the increase relates to sum of (x) $500,000,000 plus (y) the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion aggregate amount of principal payments made in respect of the Revolving Commitment Increase Term Loans as of such Incremental Facility Closing Date (eachincluding, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to Term B-6 Loans incurred on the Revolving Credit Facility First Amendment Effective Date only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage principal amount of Term B-2 Term Loans repaid concurrently with the aggregate outstanding (i) participations hereunder in Letters incurrence of Credit Term B-6 Loans on such date and (ii) participations hereunder in Swing Line excluding prepayments of Term B-4 Loans, Term B-5 Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Term B-6 Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from with the proceeds of additional Revolving Credit Term B-7 Loans made hereunder (reflecting such increase in Revolving Credit Commitmentsor Term B-8 Loans), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Samples: Credit Agreement (West Corp)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches Classes or additions to an existing tranche Class of term loans Term Loans (the “Incremental Term Loans” and any such Class, an “Incremental Series”) and/or or (b) one or more increases in the amount of the Tranche 2 Revolving Credit Commitments on the same terms as the Tranche 2 Revolving Credit Facility (except for interest rate margins and commitment fees as set forth belowfees) (a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 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 amount of the Incremental Term Loans and the Revolving Commitment Increases, when aggregated with the amount of Permitted Notes issued in reliance on Section 7.03(s)(i) and Section 7.03(s)(ii)(x), shall not exceed (x) $150,000,000350,000,000 (the “Initial Incremental Amount”); provided that during the sixty (60) consecutive day period beginning on the Amendment No. 1 Effective Date (the “Incremental Increase Period”) the Borrower may incur a Revolving Commitment Increase in an amount not to exceed $50.0 million and an increase to the Term A Loan in an amount not to exceed $50.0 million (the “Term A Loan Increase”), in each case without reducing the amount available for future Incremental Term Loans or Revolving Commitment Increases under the Initial Incremental Amount, so long as, in the case of any Term A Loan Increase, the Net Proceeds therefrom shall be used to repay Term B Loans pursuant to Section 2.05(b)(xi) plus (y) the Borrower may incur additional Incremental Term Loans and/or Revolving Commitment Increases (a “Ratio-Based Incremental Facility”) so long as the Borrower’s First Lien Secured Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or, if no Test Period has passed, as of the last four quarters ended), in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Revolving Commitment Increase) had been outstanding on the last day of such four quarter period, shall not exceed 2.753.50 to 1.00. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans; provided that any Incremental Term Loans ranking junior in right of payment and security shall be deemed to rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term LoansLoans for purposes of calculating the First Lien Secured Leverage Ratio with respect to any incurrence of a Ratio-Based Incremental Facility, (b) shall not mature earlier than the Maturity Date with respect to the Term B-2 Loans and (except in the case of any Term A Loan Increase, which shall mature on the Maturity Date with respect to the Term A Loans), (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term B-2 Loans (except in the case of any Term A Loan Increase, which shall have the same weighted average life to maturity as that of the Term A Loans, ) and (d) the Applicable Rate for any the Incremental Facility andTerm Loan, and subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new LendersLenders (except that in the case of any Term A Loan Increase, such Applicable Rate and amortization shall be the same as that of the Term A Loans); provided, however, that if any such additional Incremental Term Loans are requested prior to March 30,November 14, 2014, (i) the Effective Yield interest rate margins for any the Incremental Facility, Term Loans shall not be greater than the Effective Yield highest interest rate margins that may, under any circumstances, be payable with respect to Term B-2 Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term B-2 Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing), (ii) solely for purposes of the foregoing clause (i), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable by the Borrower generally to the Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity and (iii) if the lowest permissible Eurocurrency Rate is greater than 1.000.75% or the lowest permissible Base Rate is greater than 2.001.75% for such Incremental Term Loans, the difference between such “floor” and 1.000.75%, in the case of Eurocurrency Rate Incremental Term Loans, or 2.001.75%, in the case of Base Rate Incremental Term Loans, shall be equated to interest rate margin for purposes of clause (i) above; provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Any Borrower (including for the avoidance of doubt, any Supplemental Subsidiary Borrower that is designated as a Borrower in accordance with Section 11.14 of this Agreement) or other Loan Party organized in the United States or the Netherlands may at any time or from time to time after the Closing Sixth A&R Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on of any Facility or the same terms as the addition of a new Revolving Credit Facility to be provided to the Canadian Borrower (except for interest rate margins and commitment fees as set forth below) (each such increase or new Revolving Credit Facility, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist (provided that, any such request or Incremental Amendment made in connection with a Permitted Acquisition or other Investment permitted under Section 7.02 shall require only that no Event of Default under Section 8.01(a), (f) or (g) shall exist at such time) and (ii) unless otherwise waived by the Borrower Required Class Lenders with respect to the Tranche A Revolving Credit Facility and Class A Term Loans, Xxxxxxx shall be in compliance with the covenants covenant set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended)Period, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower Xxxxxxx for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed at the time of issuance or incurrence, the Maximum Incremental Facilities Amount on a Pro Forma Basis. The Incremental Term Loans (ai) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (bii) shall not mature earlier than the Maturity Date with respect to the Class B-4 Term Loans; provided, however, that Incremental Term Loans and (c) shall may have a Weighted Average Life to Maturity not shorter an earlier maturity than the remaining Weighted Average Life to Maturity Date of then-existing the Class B-4 Term Loans, solely if such Incremental Term Loans are in the form of additional Class A Term Loans, (iii) except as set forth in clauses (i) and (ii) above, shall be treated substantially the same as the Class A Term Loans, Class B-2 Euro Term Loans or Class B-4 Term Loans, as applicable (in each case, including with respect to mandatory and voluntary prepayments) and (iv) the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower Xxxxxxx and the applicable new Lenders; provided, however, that (A) the Effective Yield interest rate margins for any the Incremental Facility, Term Loans (other than Class A Term Loans) shall not be greater than the Effective Yield highest interest rate margins that may, under any circumstances, be payable with respect to Dollar Term Loans (other than Class A Term Loans) (or Revolving Credit Loans, as the case may be Class B-2 Euro Term Loans if such Incremental Term Loans are denominated in Euros) plus 50 basis points (unless and the interest rate margins applicable to the Dollar Term Loans (other than Class A Term Loans) or Revolving Credit Class B-2 Euro Term Loans, respectivelyas applicable, are shall be increased to the extent necessary to achieve the foregoing) and (B) solely for purposes of the foregoing clause (i); , the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable generally to Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity), provided that (1) except as provided aboveherein, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentAgent and (2) the amortization schedule applicable to the Incremental Term Loans shall be determined by Xxxxxxx and the lenders thereof. Other than with respect to interest rates and related terms with respect to Loans denominated in Canadian Dollars, and other than with respect to borrowing mechanics and operational matters, the terms of any new Revolving Credit Facility to be provided to the Canadian Borrower shall be identical to those of the Revolving Credit Facilities and any collateral securing such new facility shall be shared with the Secured Parties pursuant to customary arrangements and customary limitations (including with respect to adverse tax consequences). Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit LenderLender (other than a Revolving Commitment Increase to be provided to the Canadian Borrower), an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Xxxxxxx (and, in the case of a Revolving Commitment Increase, any other relevant Borrowers or the Canadian Borrower, as applicable), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan PartyBorrowers, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.such
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ai) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental New Term Loans”), which may be of the same facility as any existing Term Loans (a “Term Loan Increase”) and/or or a separate class of Term Loans (bcollectively with any Term Loan Increase, the “New Term Commitments”) or (ii) the establishment of one or more new revolving credit facilities or one or more increases in to the amount of the commitments under such revolving credit facilities (each such new commitment, a “New Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment IncreaseCommitments”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request immediately before and upon immediately after the effectiveness of any Incremental Amendment referred to belowbelow (or, in the case of a permitted Investment, on the date of the execution of (x) the definitive agreement in connection therewith and (y) any Commitment in respect of New Term Loans or New Revolving Credit Commitments therefor), no Event of Default shall exist and all Specified Representations (conformed as reasonably necessary for such Investment to reflect at the time that option of the Borrower customary “SunGard” representations) shall be true and correct in all material respects (provided that, any such Specified Representation that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects); provided that, notwithstanding the above, with respect to any incurrence of Loans pursuant to an Incremental Term Loan Amendment the purpose of which is made to finance a permitted Investment, for purposes of funding any such Loans, this condition may be waived in full or in part (and after giving effect theretosubject to compliance with Section 10.01(A)(i) no hereof) by Lenders holding more than 50% of the applicable aggregate Commitments in respect of Loans to be incurred pursuant to such Incremental Amendment (other than with respect to any (I) Event of Default shall exist under Section 8.01(a) or 8.01(f) and (iiII) Specified Representations (conformed as reasonably necessary for such Investment to reflect at the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter option of the Borrower for testing compliance therewithcustomary “SunGard” representations) which may only be waived with the consent of the Required Lenders). Each tranche of (i) Incremental New Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 10,000,000 if such lesser amount is approved by the Administrative Agent or such amount represents all remaining availability under the limit set forth in the next sentence sentence) and (ii) each New Revolving Commitment Increases Credit Commitments shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 5,000,000 if such lesser amount is approved by the Administrative Agent or such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right Notwithstanding anything to the contrary herein, the aggregate amount of payment and of security with the Revolving Credit Loans and the New Term Loans, (b) shall not mature earlier than the Maturity Date with respect when added to the aggregate amount of New Revolving Credit Commitments incurred prior to or substantially simultaneously with the incurrence of such New Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or New Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to exceed the transactions effected pursuant to the immediately preceding sentenceAvailable Incremental Amount.
Appears in 1 contract
Incremental Credit Extensions. (a) The US Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent Agent, specifying which Class or Classes of Loans are affected (whereupon the Administrative Agent shall promptly deliver a copy to each of the First-Lien Lenders), request (ai) one or more additional tranches or additions to an existing tranche Series of term loans under this Section 2.24 (the “Incremental Term Loans”) and/or or (bii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility under this Section 2.24 (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”)” and, in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such together with any Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn)Loans, the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving a “Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000Increase”); provided that (ix) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no or Event of Default shall exist and (iiy) after giving effect to such Credit Increase and the Borrower use of the proceeds thereof, the Consolidated First-Lien Leverage Ratio shall be in compliance with less than or equal to the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding Consolidated First-Lien Leverage Ratio on the last day of such fiscal quarter of the Borrower for testing compliance therewithClosing Date. Each tranche of (i) Incremental Term Loans Credit Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 100,000,000 (provided or such lower amount that such amount may be less than $1,000,000 if such amount either (A) represents all remaining availability under the limit set forth in the next sentence and or (iiB) Revolving Commitment is acceptable to the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the Credit Increases shall be in an aggregate principal amount that is not less than exceed $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence)750,000,000. The Each Incremental Term Loans Loan (a1) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the then-existing Term Loans, (b2) shall not mature earlier than the Latest Maturity Date with respect to the Term Loans and then in effect, (c3) shall have a Weighted Average Life an average life to Maturity maturity not shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of any Class of the then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental First-Lien Term Loans and (4) shall be determined by treated in the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, same manner as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoingfor purposes of Section 2.13(e); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the US Borrower pursuant to this Section 2.14 2.24 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Credit Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing First-Lien Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower Company may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the applicable Lenders), request (ax) one or more increases in any existing tranche of Term Loans or one or more additional tranches or additions to an existing tranche of term loans loan commitments (the “Incremental Term Loan Commitments” and the loans made thereunder, the “Incremental Term Loans”” ) and/or or (by) one or more increases in the amount of the Revolving Credit Commitments on the same terms as and/or additional tranches of Revolving Credit Commitments (each such increase or additional tranche, an “Incremental Revolving Credit Commitment” and the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a Loans made pursuant thereto, the “Incremental Revolving Commitment IncreaseCredit Loans”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon after giving effect to the effectiveness of any Incremental Amendment referred to belowbelow (including, in the case of any Incremental Term Loan, after giving effect thereto), no Event of Default (or in connection with any Limited Condition Transaction no Event of Default under Article 8(a) or Article 8(f)) shall exist have occurred and at be continuing, (ii) the time aggregate principal amount of Incremental Term Loans and Incremental Revolving Credit Commitments that shall be incurred or that shall become effective shall not exceed, together with any Indebtedness incurred pursuant to Section 7.02(y), the Incremental Cap Amount, (iii) the representations and warranties in Article 4 shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the effective date of such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period or Incremental Revolving Credit Commitment (or, if no Test Period cited in Section 7.11 has passed, at the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as option of the last four quarters ended)Company, in each case, as if such the case of Incremental Term Loans or any borrowings under any such Incremental Revolving Commitment IncreasesCredit Commitments incurred to finance a Limited Condition Transaction, as applicable, had been outstanding on the last day date on which the definitive agreement for such acquisition or investment is entered into) (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such fiscal quarter of the Borrower for testing compliance therewith. Each date); (iv) each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 50,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) each Incremental Revolving Credit Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be provided that, in an increment of $1,000,000 in excess thereof (provided that each case, such amount may be less than $1,000,000 such amount if (x) such amount represents all remaining availability under the limit set forth in clause (ii) above or (y) if otherwise agreed to by the next sentence). The Administrative Agent, (v) if an Incremental Term Loans Revolving Credit Commitment is requested, the Borrower shall have delivered to the Administrative Agent a certificate demonstrating in reasonable detail that after giving effect to the incurrence of such Incremental Revolving Credit Commitment (assuming a full drawing thereof) and the use of proceeds thereof on a Pro Forma Basis the Company would be in compliance with the Financial Covenants recomputed as of the end of the most recently ended Test Period; (vi) the Borrower shall deliver to the Administrative Agent (a) shall rank pari passu in right a certificate of payment each Loan Party dated as of the date of such increase signed by an authorized officer of such Loan Party certifying and attaching resolutions adopted by the board of security with the Revolving Credit Loans directors or equivalent governing body of such Loan Party approving such increase and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect customary opinions of legal counsel to the Term Loans Loan Parties, addressed to the Administrative Agent and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for each lender under the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any or Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line LenderCommitment, as applicable, on the date thereof, dated as of the effective date of such increase and (vii) there shall have consented (be not to be unreasonably withheldmore than two separate tranches of Revolving Credit Commitments and Incremental Revolving Credit Commitments in effect at any time, conditioned or delayed) to such Lender’s or Additional Lender’s making such excluding Incremental Term Loans or providing such Revolving Commitment Increases Credit Commitments with identical terms to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Initial Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Second Amendment and Restatement Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants covenant set forth in Section 7.11 for the Test Period in effect at the applicable Incremental Facility Closing Date (it being understood that if the applicable Incremental Facility Closing Date is to occur prior to the date the March 31, 2007 Test Period has become effective, the level set forth in Section 7.11 for the March 31, 2007 Test Period shall be deemed to apply) determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithBasis. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 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 amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed the sum of $500,000,000. The Incremental 100 Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) except as set forth above, amortization for shall be treated substantially the Incremental same as the Term Loans shall be determined by the Borrower and the applicable new Lenders; provided(in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentArrangers and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any Loan, and each existing Revolving Credit Lender will have the right, but not an obligation, to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.03 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.03 shall be deemed to refer to the 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 Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit FacilitySection, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Revolving Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Revolving Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) ifCommitment. If., on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Samples: Credit Agreement (Travelport LTD)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”)” and, in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such together with any Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed Loans, referred to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving herein as a “Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000Increase”); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and or would exist after giving effect thereto) no Event of Default shall exist thereto and (ii) as of the Incremental Facility Closing Date, the Borrower shall be in compliance with the covenants set forth in provisions of Section 7.11 determined 7.1, calculated on a Pro Forma Basis pro forma basis after giving effect to the Credit Increase to be made on the Incremental Facility Closing Date, as of the date end of the most recently ended Test Period recent period for which financial statements were required to have been delivered pursuant to Section 6.1(a) or (b) or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for prior to the first Test Period cited in delivery date for such Section shall be satisfied financial statements hereunder, as of the last four quarters ended), in each case, as end of the period for which the most recent financial statements of the Company are available and if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of any such fiscal quarter of period is prior to the Borrower first test date under Section 7.1, the levels for testing compliance therewiththe first test date under Section 7.1 shall be deemed to apply for this purpose. Each tranche of (i) Incremental Term Loans Credit Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 15,000,000 (provided that such amount may be less than $1,000,000 a lesser amount if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment there shall be no more than four such increases). Notwithstanding anything to the contrary herein, the aggregate amount of the Credit Increases shall be in an aggregate principal amount that is not less than exceed $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence)75,000,000. The Incremental Term Loans (aA) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loansother applicable Facilities, (bB) shall not mature earlier than the Tranche B Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life weighted average life to Maturity not shorter than the remaining Weighted Average Life maturity (pursuant to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, such amortization for the Incremental Term Loans shall schedules as may be determined by the Borrower and the applicable new Lenders; provided, however, lenders thereof) that the Effective Yield for any Incremental Facility, shall not be greater is no shorter than the Effective Yield with respect then-remaining weighted average life to maturity of the Tranche B Term Loans or Revolving Credit (as the aggregate amount thereof may have been reduced and as the scheduled amortization thereof may have been modified as of such date) and (C) will accrue interest at rates determined by the Borrower and the lenders providing such Incremental Term Loans, as the case which rates may be plus 50 basis points (unless higher or lower than the interest rate margins rates applicable to the Tranche B Term Loans, provided that if the initial yield on such Incremental Term Loans (as determined by the Administrative Agent to be equal to the sum of (1) the interest margins on such Incremental Term Loans and (2) if such Incremental Term Loans are initially made at a discount or Revolving Credit the Lenders making the same in syndication thereof receive a fee (in the form of discount or otherwise, but excluding any underwriting or arrangement fee paid for the account of an underwriter or arranger and also, for the avoidance of doubt, excluding any financial advisory fee paid in respect of services rendered in respect of any merger, acquisition or similar transaction) directly or indirectly from the Parent, the Borrower, any Subsidiary or Affiliate of the foregoing for doing so (the amount of such discount or fee, expressed as a percentage of the Incremental Term Loans, respectivelybeing referred to herein as “Incremental OID,” with the amount of such Incremental OID being quantified by dividing it by an assumed four year life to maturity) exceeds (such excess, are the “Yield Differential”) the sum of (x) the interest margin for Initial Tranche B Term Loans as of the Amendment and Restatement Effective Date and (y) if the Initial Tranche B Term Lenders in syndication thereof received upfront or similar fees (in the form of discount or otherwise, but excluding any underwriting or arrangement fee paid for the account of an underwriter or arranger and also, for the avoidance of doubt, excluding any financial advisory fee paid in respect of services rendered in respect of any merger, acquisition or similar transaction) directly or indirectly from the Parent, the Borrower, any Subsidiary or any Affiliate of the foregoing for making the Initial Tranche B Term Loans (the amount of such fees, expressed as a percentage of the sum of the original aggregate amount of the Initial Tranche B Term Commitments, being referred to herein as “Initial OID”), with the amount of such Initial OID being quantified by dividing it by an assumed four year life to maturity, then the Applicable Margin then in effect for any outstanding Tranche B Term Loans shall automatically be increased to by the extent necessary to achieve Yield Differential, effective upon the foregoing)making of the Incremental Term Loans; provided that except as provided abovein preceding clauses (B) or (C), the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Tranche B Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative Agent. The Revolving Commitment Increases shall be on the same terms as the Revolving Commitments. Each notice from the Borrower pursuant to this Section 2.14 2.23 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Credit Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Tranche B Term Lender will not have an obligation the right to make a portion of any Incremental Term Loan or any and each existing Revolving Lender will have the right to provide a portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative AgentAgent and, L/C Issuer and/or Swing Line Lenderin the case of a Revolving Commitment Increase, as applicable, the Issuing Bank shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any Increases, if such consent would be required under Section 10.07(b) 10.6 for an assignment of Tranche B Term Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Credit Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Parent, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The An Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.142.23 and the use of proceeds of such Credit Increase. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in the Incremental Amendment. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Credit Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.142.23, (a) if the increase relates to participations held by the Revolving Credit Facility, each Revolving Credit Lender Lenders in the L/C Exposure and Swingline Loans immediately prior to such increase will automatically and without further act be deemed reallocated so as to have assigned to each Lender providing a portion of be held by the Revolving Commitment Increase (each, a “Lenders ratably in accordance with their respective Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, Percentages after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) ifIncrease. If, on the date of such increasea Revolving Commitment Increase, there are any Revolving Credit Loans under the applicable Facility outstanding, the Borrower shall prepay such Revolving Credit Loans shall in accordance with this Agreement on or prior to the date of effectiveness of such Revolving Commitment Increase be prepaid (but the Borrower may finance such prepayment with a concurrent borrowing of Revolving Loans from the Revolving Lenders in accordance with their Revolving Percentages after giving effect to such Revolving Commitment Increase). The Borrower may use the proceeds of additional Revolving each Credit Loans made hereunder (reflecting Increase for any purpose not prohibited by this Agreement unless otherwise agreed in connection with such increase in Revolving Credit Commitments), which prepayment Increase. Each Credit Increase shall be accompanied designated as an increase to the Extended Revolving Commitments or the Non-Extended Revolving Commitments, as determined by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent Borrower and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceproviding such Credit Increase.
Appears in 1 contract
Samples: Credit Agreement (Radiation Therapy Services Holdings, Inc.)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Third Restatement Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ai) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (bii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithexist. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 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 amount of the Incremental Term Loans (other than Specified Incremental Term Loans) and the Revolving Commitment Increases shall not exceed the Incremental Availability. The Incremental Term Loans (aA) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (bB) shall not mature earlier than the Latest Maturity Date with respect to the Term Loans and (cC) shall have a Weighted Average Life to Maturity not shorter than be treated substantially the remaining Weighted Average Life to Maturity of then-existing Term Loans, and same as the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by made on the Borrower and the applicable new Lenders; providedThird Restatement Effective Date (in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (x) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative Agent, (y) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof and (z) if the Weighted Average Yield applicable to such Incremental Term Loans exceeds by more than 0.50% per annum the Weighted Average Yield applicable to any Class of Term Loans outstanding at the time of the incurrence of such Incremental Term Loans (the amount of such excess over 0.50% per annum, the “Yield Differential”), then the Applicable Rate with respect to such Class of Term Loans shall automatically be increased by the Yield Differential upon the making of such Incremental Term Loans. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but and each existing Term Lender will have the right, but not have an obligation obligation, to make a portion of any Incremental Term Loan or any Loan, and each existing Revolving Credit Lender will have the right, but not an obligation, to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Borrower and the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Parent, Foreign Holdings, Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02(a) and (b) (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the 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 Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit FacilitySection, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”)) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only)assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i1) participations hereunder in Letters of Credit and (ii2) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Samples: Assignment and Assumption (Freescale Semiconductor, Ltd.)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche Classes of term loans (the “Incremental Term Loans”) and/or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Additional Credit Extension Amendment referred to belowbelow (an “Incremental Effective Date”), no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithexist. Each tranche Class of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, except in the case of Refinancing Incremental Term Loans, on a Pro Forma Basis and after giving effect to the borrowing of all such Incremental Term Loans , the Senior Secured Leverage Ratio (excluding from the calculation thereof for this purpose the cash proceeds of the aggregate amount of Incremental Term Loans that are the subject of such Additional Credit Extension Amendment and other Indebtedness secured by a Lien permitted by Section 7.01(aa) incurred on such Incremental Effective Date) for the most recently ended Test Period shall be less than or equal to 3.75 to 1.0. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit then existing Term Loans and the Term Loans(including with respect to all provisions of Section 8.03), (b) shall not mature earlier than the Maturity Date with respect to the any then outstanding Term Loans and Loans, (c) shall not have a Weighted Average Life to Maturity not shorter that is less than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Class of Term Loans with the longest Weighted Average Life to Maturity and (d) shall be determined by treated substantially the Borrower and same as the applicable new Lenders; providedother then outstanding Term Loans (in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans, provided, that prior to the latest Maturity Date in effect immediately prior to the Incremental Effective Date, (x) no Additional Credit Extension Amendment may provide for a financial covenant applicable only to, or materially more restrictive than a financial covenant applicable to, the Incremental Term Loans incurred pursuant to such Additional Credit Extension Amendment and (y) the Incremental Term Loans, (I) in the case of any voluntary prepayments with respect to other Classes of Term Loans hereunder, may participate on a pro rata basis or less than or greater than pro rata basis with other Classes of Term Loans hereunder, provided, further, that voluntary prepayments may be applied on a greater than pro rata basis to any Incremental Term Loans only to the extent applied to any Class or Classes of Term Loans with an earlier Maturity Date as compared with the remaining Classes of Term Loans then outstanding (it being understood the following clause (II) shall apply to any refinancing of such differences are reasonably satisfactory Class or Classes); and (II) in the case of any mandatory prepayments with respect to other Classes of Term Loans hereunder, may participate on a pro rata basis or less than pro rata basis, but not on a greater than pro rata basis except for prepayments pursuant to Section 2.05(b)(iii); and (ii) the interest rates and amortization schedule applicable to the Administrative AgentIncremental Term Loans shall be determined by the Borrower and the lenders thereof, subject to the limitation set forth in clause (c) above, provided further, that in the event that the All-In Yield of any Incremental Term Loans, other than Refinancing Incremental Term Loans, is more than 50 basis points greater than the All-In Yield of the Term B-2 Loans, then the Applicable Rates for the Term Loans shall be increased to the extent necessary so that the All-In Yield for such Incremental Term Loans is no more than 50 basis points greater than the All-In Yield for the Term B-2 Loans. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment IncreasesLoans. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, made by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution approved by the Borrower (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Additional Credit Extension Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Additional Credit Extension Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 (solely as such amendments relate to the Administrative Agent and, in any event, not subject to the approval of any Lender, including through the operation of Section 9.01(b) (other than in such Lender’s capacity as the Administrative Agent, if applicable)), and the Borrower, to effect the provisions of this Section. The effectiveness of (and, in the case of any Additional Credit Extension Amendment for an Incremental Term Loan, the borrowing under) any Additional Credit Extension Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.144.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Additional Credit Extension Amendment and borrowing of the applicable Incremental Term Loan) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver make a copy of such notice available to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and exist, (ii) the Borrower shall be in compliance Pro Forma Compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied Financial Ratios as of the last four quarters ended)day of the most-recently ended Test Period, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such Test Period, (iii) the Senior Secured Leverage Ratio calculated on a Pro Forma Basis shall not be greater than 3.4 to 1.0 as of the last day of the most-recently ended Test Period (calculated as if such Incremental Term Loans had been outstanding on such last day) and (iv) the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth in clauses (i), (ii) and (iii) above and the last sentence of this paragraph (a), together with reasonably detailed calculations demonstrating compliance with clauses (ii) and (iii) above (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for testing compliance therewithwhich the Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 6.01(a) or 6.01(b) and Section 6.02(a), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Interest Expense for the relevant period). Each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect Notwithstanding anything to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than contrary herein, the remaining Weighted Average Life to Maturity aggregate amount of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, borrowed hereunder shall not be greater than exceed $200,000,000 minus the Effective Yield with respect aggregate amount of commitments that shall have become effective pursuant to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those Section 2.02(a) of the Term Loans to ABL Credit Agreement after the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceClosing Date.
Appears in 1 contract
Samples: Credit Agreement (Gym-Card, LLC)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or ), (b) one or more increases in the amount of the Amended Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a each such increase, an “Amended Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such ” together with any Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed Loans, referred to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving herein as a “Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000Increase”); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 Consolidated Leverage Ratio, determined on a Pro Forma Basis pro forma basis as of the date last day of the most recent fiscal quarter for which financial statements are available (but based on Consolidated Total Debt at the time of and after giving effect to such Credit Increase) shall not exceed 6.00 to 1.00 (or, if less, the maximum Consolidated Leverage Ratio permitted as of the end of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithpursuant to Section 7.1(a)). Each tranche of (i) Incremental Term Loans Credit Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 25,000,000 on no more than two occasions if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 10,000,000 on each such occasion, and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 a lesser amount if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Credit Increases shall not exceed $125,000,000. The Incremental Term Loans (aA) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loansother Facilities, (bB) shall not mature earlier than the Tranche B-1 Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life weighted average life to Maturity not shorter than the remaining Weighted Average Life maturity (pursuant to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, such amortization for the Incremental Term Loans shall schedules as may be determined by the Borrower and the lenders thereof) that is no shorter than the then-remaining weighted average life to maturity of the Tranche B-1 Term Loans (as the aggregate amount thereof may have been reduced and as the scheduled amortization thereof may have been modified as of such date), (C) except as set forth above or in the applicable new Lenders; provided, however, that the Effective Yield for any Incremental FacilityAmendment, shall not be greater than treated substantially the Effective Yield same as the Tranche B-1 Term Loans (in each case, including with respect to mandatory and voluntary prepayments), and (D) will accrue interest at rates determined by the Borrower and the lenders providing such Incremental Term Loans, which rates may be higher or lower than the rates applicable to the Tranche B-1 Term Loans, provided that if the initial yield on such Incremental Term Loans (as determined by the Administrative Agent to be equal to the sum of (1) the initial margin above the Eurodollar Rate on such Incremental Term Loans rate and (2) if such Incremental Term Loans are initially made at a discount or Revolving Credit all the Lenders making the same receive a fee (other than any customary arrangement, underwriting, structuring, syndication or similar fee but not any upfront fee paid to Lenders in their capacities as lenders) directly or indirectly from Holdings, the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Incremental Term Loans, being referred to herein as “Incremental OID”), the case may be plus amount of such Incremental OID divided by the average life to maturity of such Incremental Term Loans) exceeds by more than 50 basis points (unless the interest rate margins applicable amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the sum of (x) the Applicable Margin then in effect for Tranche B-1 Term Loans that are Eurodollar Loans and (y) if all Tranche B-1 Term Lenders received upfront or Revolving Credit similar fees directly or indirectly from Holdings, the Borrower or any Subsidiary for making the Tranche B-1 Term Loans (the amount of such fees, expressed as a percentage of the sum of the original aggregate amount of the Tranche B-1 Term Loans, respectively, are increased being referred to the extent necessary to achieve the foregoingherein as “Initial OID”); provided that except as provided above, the terms and conditions applicable amount of such Initial OID divided by the average life to maturity of the Tranche B-1 Term Loans as of the Closing Date, then the Applicable Margin then in effect for Tranche B-1 Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative AgentLoans. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Credit Increases. Incremental Term Loans may be made, and Amended Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative AgentAgent and, L/C Issuer and/or Swing Line Lenderin the case of an Amended Revolving Commitment Increase, as applicable, each Issuing Lender shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Amended Revolving Commitment Increases to the extent any Increases, if such consent would be required under Section 10.07(b) 10.6 for an assignment of Tranche B-1 Term Loans or Amended Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Credit Increases shall become Commitments (or in the case of a an Amended Revolving Commitment Increase to be provided by an existing Amended Revolving Credit Lender, an increase in such Lender’s applicable Amended Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The An Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in the Incremental Amendment. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Credit Increases, unless it so agrees. Upon each increase in the Amended Revolving Credit Commitments pursuant to this Section 2.14Section, (a) if the increase relates to participations held by the Amended Revolving Credit Facility, each Lenders in the Amended Revolving Credit Lender L/C Exposure and Amended Swingline Loans immediately prior to such increase will automatically and without further act be deemed reallocated so as to have assigned to each Lender providing a portion of be held by the Revolving Commitment Increase (each, a “Lenders ratably in accordance with their respective Amended Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, Percentages after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Amended Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) ifIncrease. If, on the date of such increasean Amended Revolving Commitment Increase, there are any Amended Revolving Credit Loans under the applicable Facility outstanding, the Borrower shall prepay such Amended Revolving Credit Loans shall in accordance with this Agreement on or prior to the date of effectiveness of such Amended Revolving Commitment Increase be prepaid (but the Borrower may finance such prepayment with a concurrent borrowing of Amended Revolving Loans from the proceeds of additional Amended Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender Lenders in accordance with Section 3.052.4 and their Amended Revolving Percentages after giving effect to such Amended Revolving Commitment Increase). The Administrative Agent and Borrower may use the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in proceeds of each Credit Increase for any purpose not prohibited by this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceunless otherwise agreed in connection with such Credit Increase.
Appears in 1 contract
Samples: Amendment Agreement (National Mentor Holdings, Inc.)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Syndication Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver make a copy of such notice available to each of the Lenders), request (a) one or more additional tranches or or, in consultation with the Administrative Agent, additions to an existing tranche of term loans (the “Incremental Term Loans”); provided that (i) and/or (b) one or more increases in after giving effect to the amount making of such Incremental Term Loans, the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment Increase”), in an aggregate principal amount of all Incremental Term Loans incurred pursuant to this Section 2.19 (together with any Incremental Equivalent Debt incurred pursuant to Section 7.03(s) after the Closing Date, any First Lien Incremental Loans and any First Lien Incremental Equivalent Debt) shall not to exceed (x) $135,000,000 and 100,000,000 plus (y) such an unlimited additional amount amount, so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn)Loans, the Borrower’s Consolidated First Lien Net Senior Secured Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date last day of the most recently ended Test Period does not exceed 7.35:1.00 (orit being understood that any Incremental Loan may be incurred under clause (y) regardless of whether there is capacity under clause (x)); provided, further, that the Borrower shall have delivered a certificate of a Responsible Officer to the effect set forth above, as applicable, together with reasonably detailed calculations demonstrating compliance with the above (which calculations shall, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied made as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such any fiscal quarter of the Borrower for testing which the Borrower has not delivered to the Administrative Agent the financial statements and Compliance Certificate required to be delivered by Section 6.01(a) or 6.01(b) and Section 6.02(a), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period); provided, further, that for purposes of the calculation of the Senior Secured Leverage Ratio used in determining the availability of Incremental Term Loans under this Section 2.19(a), any cash proceeds of any Incremental Term Loans will not be netted for purposes of determining compliance therewithwith the Senior Secured Leverage Ratio. Each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in the next preceding sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower Borrowers may at any time or from time to time after the Closing Date, by notice by the Administrative Borrower to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default under Section 8.01(a) or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist and (ii) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such exist. Each Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans Increase shall be in an aggregate principal amount that is not less than a Dollar Amount of $10,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment a Dollar Amount of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right Notwithstanding anything to the contrary herein, the aggregate amount of payment and of security with the Revolving Credit Loans and the Term Loans, (b) Commitment Increases shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agentexceed $30,000,000. Each notice from the Administrative Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, provided by any existing Lender (but each it being understood that no existing Lender will not have an obligation to make provide a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) ), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other bank or other financial institution lender (any such other bank or other financial institution lender being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.Revolving
Appears in 1 contract
Samples: Credit Agreement (Avaya Inc)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Sixth Amendment and Restatement Effective Date, by notice to the each Administrative Agent (whereupon the Administrative Agent Agents shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or (b) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) Holdings, the Borrower and the Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11 7.11, 7.12 and 7.13 for the Test Period in effect at the time of the Incremental Facility Closing Date, as determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewithBasis. Each tranche of (i) Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under 25,000,000 with the limit set forth in consent of the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 Term Administrative Agent or if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (aA) shall rank pari passu in right of payment and of security in all respects (including with the Revolving Credit Loans and respect to any intercreditor arrangements) with the Term Loans, (bB) shall not mature earlier than the Maturity Date with respect to the Term Loans and Loans, (cC) shall have a Weighted Average Life to Maturity that is not shorter than the then remaining Weighted Average Life to Maturity of then-existing any Term Loans, Loans then outstanding and the Applicable Rate for any Incremental Facility and, subject to clause (cD) except as set forth above, amortization for shall be treated substantially the Incremental same as the Term Loans shall be determined by made on the Borrower Sixth Amendment and the applicable new Lenders; providedRestatement Effective Date (in each case, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield including with respect to Term Loans or Revolving Credit Loansmandatory and voluntary prepayments), as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, (x) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Term Administrative Agent. Each notice from , (y) subject to clause (C) above, the Borrower pursuant interest rates and amortization schedule applicable to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may shall be made, determined by the Borrower and Revolving Commitment Increases may be provided, by any existing Lender the lenders thereof and (but each existing Lender will not have an obligation z) if the Weighted Average Yield applicable to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing exceeds by more than 0.50% per annum the Weighted Average Yield applicable to any Term Loans outstanding at the time of the incurrence of such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case amount of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lendersuch excess over 0.50% per annum, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an the “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase LenderYield Differential”), and each then the Applicable Rate with respect to such Revolving Commitment Increase Lender will Term Loans shall automatically and without further act be deemed to have assumed (in increased by the case of an increase to Yield Differential upon the Revolving Credit Facility only), a portion making of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceIncremental Term Loans.
Appears in 1 contract
Samples: Credit Agreement (Travelport LTD)
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ai) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (bii) one or more increases in the amount of the Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (iA) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (iiB) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each casePeriod, as if 70 such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect Notwithstanding anything to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than contrary herein, the remaining Weighted Average Life to Maturity aggregate amount of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, that the Effective Yield for any Incremental Facility, Revolving Commitment Increases shall not be greater than exceed the Effective Yield with sum of (x) $500,000,000 plus (y) the aggregate amount of principal payments made in respect to Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms as of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentenceClosing Date.
Appears in 1 contract
Samples: Credit Agreement (West Corp)
Incremental Credit Extensions. (a) The Borrower Xxxxxxx may (and TNC or NHF may, in the case of clause (b)) at any time or from time to time after the Closing Pushdown Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or or (b) one or more increases in the amount of the Revolving Credit Commitments on of any Facility or the same terms as the addition of a new Revolving Credit Facility to be provided to the Canadian Borrower (except for interest rate margins and commitment fees as set forth below) (each such increase or new Revolving Credit Facility, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist (provided that, any such request or Incremental Amendment made in connection with a Permitted Acquisition or other Investment permitted under Section 7.02 shall require only that no Event of Default under Section 8.01(a), (f) or (g) shall exist at such time) and (ii) unless otherwise waived by the Borrower Required Class Lenders with respect to the Tranche A Revolving Credit Facility and Class A Term Loans, Xxxxxxx shall be in compliance with the covenants covenant set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended)Period, in each case, as if such Incremental Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower Xxxxxxx for testing compliance therewith. Each tranche of (i) Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 50,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed at the time of issuance or incurrence, the Maximum Incremental Facilities Amount on a Pro Forma Basis. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Class B-4 Term Loans; provided, however, that Incremental Term Loans and may have an earlier maturity than the Maturity Date of the Class B-4 Term Loans, solely if such Incremental Term Loans are in the form of additional Class A Term Loans, (c) except as set forth above, shall have a Weighted Average Life to Maturity not shorter than be treated substantially the remaining Weighted Average Life to Maturity of then-existing same as the Class A Term Loans, Class B-2 Euro Term Loans or Class B-4 Term Loans, as applicable (in each case, including with respect to mandatory and voluntary prepayments) and (d) the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower Xxxxxxx and the applicable new Lenders; provided, however, that (i) the Effective Yield interest rate margins for any the Incremental Facility, Term Loans (other than Class A Term Loans) shall not be greater than the Effective Yield highest interest rate margins that may, under any circumstances, be payable with respect to Dollar Term Loans (other than Class A Term Loans) (or Revolving Credit Loans, as the case may be Class B-2 Euro Term Loans if such Incremental Term Loans are denominated in Euros) plus 50 basis points (unless and the interest rate margins applicable to the Dollar Term Loans (other than Class A Term Loans) or Revolving Credit Class B-2 Euro Term Loans, respectivelyas applicable, are shall be increased to the extent necessary to achieve the foregoing) and (ii) solely for purposes of the foregoing clause (i); , the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable generally to Lenders providing such Term Loans or such Incremental Term Loans based on an assumed four-year life to maturity), provided that (i) except as provided aboveherein, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory acceptable to the Administrative AgentAgent and (ii) the amortization schedule applicable to the Incremental Term Loans shall be determined by Xxxxxxx and the lenders thereof. Other than with respect to interest rates and related terms with respect to Loans denominated in Canadian Dollars, and other than with respect to borrowing mechanics and operational matters, the terms of any new Revolving Credit Facility to be provided to the Canadian Borrower shall be identical to those of the Revolving Credit Facilities and any collateral securing such new facility shall be shared with the Secured Parties pursuant to customary arrangements and customary limitations (including with respect to adverse tax consequences). Each notice from the Borrower Xxxxxxx, TNC or NHF pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit LenderLender (other than a Revolving Commitment Increase to be provided to the Canadian Borrower), an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Xxxxxxx (and, in the case of a Revolving Commitment Increase, any other relevant Borrowers or the Canadian Borrower, as applicable), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan PartyBorrowers, Agents or 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 applicable Borrowers (or the Canadian Borrower, as applicable), to effect the provisions of this Section 2.14. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrowers (or the Canadian Borrower, as applicable) will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Tranche A Revolving Credit Facility, each Tranche A Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Tranche A Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Tranche A Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Tranche A Revolving Credit Commitments of all Tranche A Revolving Credit Lenders represented by such Revolving Credit Lender’s Tranche A Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans under the applicable Facility made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Fifth Amendment Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (ai) one or more additional tranches or additions to an existing tranche of term loans (the “Incremental Term Loans”) and/or ), (bii) one or more increases in the amount of any Class of Term Loan (each such increase, a “Term Loan Increase” and the Loans issued thereunder, “Increased Term Loans”) or (iii) one or more increases in the amount of any Class of Revolving Credit Commitments on the same terms as the Revolving Credit Facility (except for interest rate margins and commitment fees as set forth below) (each such increase, a “Revolving Commitment Increase”), in an aggregate principal amount not to exceed (x) $135,000,000 and (y) such additional amount so long as on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan or any borrowing under such Revolving Commitment Increase (and for purposes of any calculations under this Section 2.14 (A) the cash proceeds of such Incremental Term Loans shall be excluded for purposes of calculating Consolidated First Lien Net Debt and (B) all Revolving Commitment Increase shall be deemed to be fully drawn), the Borrower’s Consolidated First Lien Net Leverage Ratio would be no greater than 3.503.75 to 1.00 (excluding, for purposes of calculating such ratio under this clause (y), Revolving Credit Loans borrowed for seasonal working capital requirements in an amount not to exceed $50,000,00075,000,000); provided that (iA) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (iiB) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan, Term Loan Increase or Revolving Commitment Increase and the last day of the most recently ended recent Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each casePeriod, as if such Incremental Term Loans, Increased Term Loans or any borrowings under any such Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of (i) Incremental Term Loans Loans, each Term Loan Increase and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 in excess thereof 25,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence and (ii) Revolving Commitment Increases shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 in excess thereof (provided that such amount may be less than $1,000,000 25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). The Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans, Increased Term Loans and the Term LoansRevolving Commitment Increases after the Fifth Amendment Effective Date (other than, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans, and the Applicable Rate for any Incremental Facility and, subject to clause (c) above, amortization for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; providedavoidance of doubt, however, that the Effective Yield for any Incremental Facility, shall not be greater than the Effective Yield with those established in respect to of Extended Term Loans or Revolving Credit Loans, as the case may be plus 50 basis points (unless the interest rate margins applicable to the Term Loans or Revolving Credit Loans, respectively, are increased to the extent necessary to achieve the foregoing); provided that except as provided above, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (but each existing Lender will not have an obligation to make a portion of any Incremental Term Loan or any portion of any Revolving Commitment Increase) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent, L/C Issuer and/or Swing Line Lender, as applicable, shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases to the extent any such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of Borrower, or any other Loan Party, Agents or 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 2.14. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Extended Revolving Credit Commitments pursuant to this Section 2.14, 2.17) shall not exceed the sum of (ax) if $500,000,000 plus (y) the increase relates to the Revolving Credit Facility, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion aggregate amount of principal payments made in respect of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”), Term Loans from and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in after the case of an increase to the Revolving Credit Facility only), a portion Fifth Amendment Effective Date as of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender Incremental Facility Closing Date (including each any payments to be made in respect of Term Loans on such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Incremental Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from Closing Date with the proceeds of additional Revolving Credit Incremental Term Loans made hereunder (reflecting to be incurred on such increase in Revolving Credit CommitmentsIncremental Facility Closing Date but excluding any principal payments of Term B-9 Loans or Term B-10 Loans with the proceeds from the issuance of the Senior Notes or the incurrence of the Term A-1 Loans), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Samples: Credit Agreement (West Corp)
