Incremental Facilities. Borrower may (a) by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), in an aggregate principal amount of (i) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Nord Anglia Education, Inc.)
Incremental Facilities. Borrower may (a) by written notice from Borrower to Revolving Facility Administrative AgentAt any time, elect to request prior at the option of Borrowers (but subject to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), in an aggregate principal amount of (i) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the definition of Consolidated Total Debt in calculating Revolver Commitments and the First Lien Net Leverage Ratio for purposes of this Section 2.24 andMaximum Revolver Amount not to exceed the Available Increase Amount (each such increase, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the an “Incremental AmountIncrease”). Each New Term Loan Commitment Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase at the interest margin proposed by B▇▇▇▇▇▇▇▇, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or New Revolving Loan Commitment Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in a principal an amount that is not less than of at least $5,000,000 (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 5,000,000 in excess of that amountthereof. Each such notice shall specify In no event may the date (each, an “Increased Revolver Commitments and the Maximum Revolver Amount Date”) be increased pursuant to this Section 2.14 on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less more than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that one (1) no Default or Event occasion during any calendar quarter. Additionally, for the avoidance of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitmentsdoubt, as applicable; provided it is understood and agreed that in no event shall the case aggregate amount of New Revolving Loan the Increases to the Revolver Commitments exceed $50,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or New Term Loan Commitments Borrowers have obtained the purpose commitment of which is to finance a Permitted Acquisition one or more Lenders (or other similar Investment, no Event of Default pursuant prospective lenders) reasonably satisfactory to clauses Agent and Borrowers to provide the applicable Increase and any such Lenders (aor prospective lenders), Borrowers, and Agent have signed a joinder agreement to this Agreement (fan “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.2 are satisfied,
(iii) in connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (gwith sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board,
(iv) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect Borrowers have delivered to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; Agent updated pro forma Projections (2) both before and after giving effect to the making of any Series of New Term Loans, each applicable Increase) for the Loan Parties and their Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the twelve months (on a month-by-month basis) immediately following the proposed date of the conditions applicable Increase (calculated as if a Covenant Testing Period was in effect during the entire twelve month period), and
(v) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be with respect to Revolving Loans made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in Section 3.2(a)(iii) shall be satisfied; provided that in this Agreement immediately prior to the case date of New Revolving Loan the increased Revolver Commitments or New Term Loan (the date of the effectiveness of the increased Revolver Commitments and the purpose of which is to finance a Permitted Acquisition or other similar InvestmentMaximum Revolver Amount, the representations “Increase Date”)) and warranties required under this clause (2) shall be limited only have communicated the amount of such interest margins to representations set forth in Sections 4.1Agent. Any Increase Joinder may, 4.2with the consent of Agent, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 Borrowers and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject prospective lenders agreeing to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant proposed Increase, effect such amendments to Section 2.18(c) in connection with this Agreement and the New Revolving other Loan Commitments or New Term Loan Commitments, Documents as applicable; and (5) Borrower shall deliver or cause may be necessary to be delivered any legal opinions or other documents reasonably requested by effectuate the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes provisions of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries Section 2.14.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other use not prohibited by this Agreement includingLoan Document to Revolving Loans shall be deemed, without limitationunless the context otherwise requires, to include Revolving Loans made pursuant to the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan increased Revolver Commitments and New Term Loan Commitments shall be not used Maximum Revolver Amount pursuant to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject this Section 2.14.
(d) Each of the Lenders having a Revolver Commitment prior to the satisfaction of Increase Date (the foregoing terms and conditions, (a“Pre-Increase Revolver Lenders”) each of the Revolving Lenders shall assign to each of any Lender which is acquiring a new or additional Revolver Commitment on the New Revolving Loan Increase Date (the “Post-Increase Revolver Lenders”), and each of the New Revolving Loan such Post-Increase Revolver Lenders shall purchase from each of the Revolving LendersPre-Increase Revolver Lender, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Loans outstanding and participation interests in Letters of Credit on such Increased Amount Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by existing Revolving Pre-Increase Revolver Lenders and New Revolving Loan Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Commitments Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments establishment of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan new Revolver Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24Maximum Revolver Amount.
Appears in 1 contract
Incremental Facilities. Borrower may (a) The Borrowers may (on a joint and several basis), from time to time after the Closing Date, upon notice by written notice from the Borrower Representative to the Administrative Agent (who shall promptly notify the applicable LendersPerson appointed by the Borrower to Revolving arrange an incremental Facility (such Person (who (i) may be the Administrative Agent, elect if it so agrees, or (ii) any other Person appointed by the Borrower after consultation with the Administrative Agent), the “Incremental Arranger”) specifying the proposed amount and the proposed currency denomination thereof, request (i) an increase in the Commitments under any Revolving Tranche (which shall be on the same terms as, and become part of, the Revolving Tranche proposed to request prior be increased) (a “Revolving Credit Commitment Increase”), (ii) an increase in any Term Loan Tranche then outstanding (which shall be on the same terms as, and become part of, the Term Loan Tranche proposed to be increased hereunder (except as otherwise provided in clause (d) below with respect to amortization)) (each, a “Term Commitment Increase”), (iii) the addition of one or more new revolving credit facilities to the Facilities (each, a “New Revolving Commitment Termination DateFacility” and, an increase to any advance made by a Lender thereunder, a “New Revolving Loan”; and the existing Revolving Commitments (any such increasecommitments thereof, the “New Revolving Loan CommitmentsCommitment”) and/or and (biv) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment addition of one or more new term loan facilities in such currency or currencies as the Borrowers identify in such notice to the Facilities (each, a “New Term Facility”; and any advance made by a Lender thereunder, a “New Term Loan”; and the commitments (thereof, the “New Term Commitment” and together with the Revolving Credit Commitment Increase, the New Revolving Commitments and the Term Commitment Increase, the “New Loan Commitments”) by an amount not to exceed the sum of (x) a Dollar Amount of $600,000,000375,000,000 (the “Cash-Capped Incremental Facility”), in an aggregate principal amount of (iy) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or (the New Revolving Loan Commitments “Ratio-Based Incremental Facility”) so long as the Maximum First Lien Net Leverage Ratio Requirement is no more than 4.25:1.00 as satisfied and (z) an amount equal to all voluntary prepayments of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred made pursuant to Section 6.1(b)(xxiii2.05(a) and voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) to the extent accompanied by a corresponding, permanent reduction in the Revolving Credit Commitments pursuant to Section 2.06(a), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, to the extent not funded with respect to the proceeds of long-term Indebtedness (excluding, for the avoidance of doubt, proceeds of any New revolving credit facility (including the Revolving Loan Commitment, assuming a borrowing of Credit Facility)) (the maximum amount of Loans available thereunder “Prepayment-Based Incremental Facility”) (such aggregate amount, at any such time, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment ; provided that any such request for an increase shall be in a principal minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 and (y) the entire amount of any increase that is not less than $5,000,000 may be requested under this Section 2.14; provided, further, that for purposes of any New Loan Commitments established pursuant to this Section 2.14 and New Incremental Notes issuedEquivalent Debt incurred pursuant to Section 2.15, (or such lesser amount which A) the Borrowers shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained deemed to have used amounts under clause (z), if any, prior to such dateutilization of amounts under clauses (x) and (y), and integral multiples the Borrowers shall be deemed to have used amounts under clause (y) (to the extent permitted by the pro forma calculation of $1,000,000 the First Lien Net Leverage Ratio required prior to the incurrence of such Ratio-Based Incremental Facility) prior to utilization of amounts under clause (x), and (B) New Loan Commitments pursuant to this Section 2.14 and New Incremental NotesEquivalent Debt pursuant to Section 2.15 may be incurred under both clauses (x) and (y) above, and proceeds from any such incurrence under both clauses (x), (y) and (yz) above may be utilized in excess a single transaction by first calculating the incurrence under clause (y) and then calculating the incurrence under clause (x)). At the time of that amount. Each sending such notice to the applicable Lenders, the Borrower Representative (in consultation with the Administrative Agent) shall specify the date time period within which each applicable Lender is requested to respond(without inclusion of any amounts utilized pursuant to clause (eachx) or (z)).
(b) Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in such new facility or increase of the existing Tranche and, an “Increased Amount Date”) on which Borrower proposes that if so, whether by a percentage of the New Revolving Loan Commitments requested increase equal to, greater than, or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period its Pro Rata Share of time as consented to by the Term Administrative Agentany then-existing Tranche. Borrower may invite any Any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any approachedAny Lender approached to provide all or a portion of the participate in any New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provideparticipate in such increase or new facility. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment with respect to such Tranche or to provide a new Tranche. The Administrative Agent shall notify the Borrowers of the Lenders’ responses to each request made under this Section 2.14. To achieve the full amount of a requested increase or issuance of New Term Facility and/or New Revolving Facility, as applicable, theThe Borrowers may also invite additional Eligible Assignees reasonably satisfactory to the Incremental Arranger and, solely in connection with a Revolving Credit Commitment Increase or New Revolving Facility, with the consent of the Administrative Agent, each L/C Issuer and the Swing Line Lender (to the extent the consent of any of the foregoing would be required to assign Revolving Credit Loans to such Eligible Assignee, which consent shall not be unreasonably withheld or delayed) to become Lenders pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory. Neither the Administrative Agent nor the Collateral Agent (in their respective capacities as such) shall be required to execute, accept or acknowledge any joinder agreement pursuant to this Section 2.14 and such execution shall not be required for any such joinder agreement to be effective; provided that, with respect to any New Loan Commitment Commitments, the Borrower must provide to the Administrative Agent the documentation providing for such New Loan Commitments.
(c) If (i) a Revolving Tranche or a Term Loan Tranche is increased in accordance with this Section 2.14 or (ii) a New Term Loan Commitment. Such Facility or New Revolving Loan Commitments Facility is added in accordance with this Section 2.14, the Administrative AgentIncremental Arranger and the Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase, New Term Facility or New Revolving Facility among the applicable Lenders. The Administrative AgentIncremental Arranger shall promptly notify the applicable Lenders of the final allocation of such increase, New Term Facility or New Revolving Facility and the Increase Effective Date. In connection with (i) any increase in a Term Loan Commitments Tranche or Revolving Tranche or (ii) any addition of a New Term Facility or New Revolving Facility, in each case, pursuant to this Section 2.14, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Borrowers and the Administrative AgentIncremental Arranger (and the Lenders hereby authorize any such Incremental Arranger to execute and deliver any such documentation) in order to establish the New Term Facility or New Revolving Facility or to effectuate the increases to the Term Loan Tranche or Revolving Tranche and to reflect any technical changes necessary or appropriate to give effect to such increase or new facility in accordance with its terms as set forth herein pursuant to the documentation related to such New Term Facility or New Revolving Facility. As of the Increase Effective Date, in the case of an increase to an existing Term Loan Tranche, the amortization schedule for the Term Loan Tranche then increased set forth in Section 2.07(a) (or any other applicable amortization schedule for New Term Loans or Specified Refinancing Term Loans) shall become effective as be amended in a writing (which may be executed and delivered by the Borrowers and the Administrative AgentIncremental Arranger (and the Lenders hereby authorize any such Incremental Arranger to execute and deliver any such documentation) to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Loans under such Increased Amount Term Loan Tranche being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Increase Effective Date; provided that .
(1d) With respect to any Revolving Credit Commitment Increase, Term Commitment Increase or addition of New Term Facility or New Revolving Facility pursuant to this Section 2.14, (i) no Default or Event of Default shall (subject to Section 1.02(i)) would exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitmentsincrease, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (zA) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions increase of the New Revolving Loans Tranche, (1) the final maturity shall be identical the same as the Maturity Date applicable to the Revolving Loans. The Credit Facility, (2) no amortization or mandatory commitment reduction prior to the Maturity Date applicable to the Revolving Credit Facility shall be required and (3) the terms and provisions documentation applicable to the Revolving Credit Facility shall apply, (B) in the case of any New Revolving Facility, (1) the final maturity shall be no earlier than the Maturity Date applicable to the Revolving Credit Facility and (2) no amortization or mandatory commitment reduction prior to the Maturity Date applicable to the Revolving Credit Facility shall be required, (C) in the case of any increase of a Term Loan Tranche, the final maturity of the Term Loans, New Term Loans and New or Specified Refinancing Term Loan Commitments of any Series Loans increased pursuant to this Section shall be as set forth herein or in no earlier than the applicable Joinder Agreement. In any event (i) Latest Maturity Date for, and such additional Loans shall not have a Weighted Average Life to Maturity shorter than the longest remaining weighted average life to maturity of all of, any other outstanding Term Loans, New Term Loans or Specified Refinancing Term Loans, as applicable; provided, that Extendable Bridge Loans and Specified New Term Loans may have a maturity date earlier than the Latest Maturity Date of all then outstanding Term Loans and, with respect to Extendable Bridge Loans and the Specified New Term Loans, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any Series then outstanding Term Loans, and (D) in the case of any New Term Facility, other than in the case of Extendable Bridge Loans and the Specified New Term Loans, such New Term Facility shall have a final maturity no earlier than the then Latest Maturity Date of any Term Loan Tranche and the Weighted Average Life to Maturity of such New Term Facility shall be no shorter than the weighted average life to maturity that of the Revolving Loans or the Initial any existing Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term LoansLoan Tranche, (iii) the except with respect to All-in Yield and as set forth in subclause (D) above with respect to final maturity and Weighted Average Yield Life to Maturity, or otherwise as shall be reasonably satisfactory to the Administrative Agentagreed with the Incremental Arranger in the documentation relating to such New Term Facility or New Revolving Facility, any such New Term Facility or New Revolving Facility shall have the same terms as the Term Facility or Revolving Credit Facility, respectivelyterms reasonably satisfactory to the Incremental Arranger; provided, that (x) to the extent such terms are more favorable to the existing Lenders than comparable terms existing in the Loan Documents, such terms may be, as determined by the Borrowers in consultation with the Administrative Agent, incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders (to the extent applicable to such Lender) without further amendment requirements, including, for the avoidance of doubt, at the option of the Borrower, any increase in the Applicable Rate relating to any existing Term Facility to bring such Applicable Rate in line with the New Term Loans of each Series shall Facility to achieve fungibility with such existing Term Facility and (y) otherwise, may be determined by Borrower incorporated if reasonably satisfactory to the Borrower, the Incremental Arranger and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; providedAdministrative Agent, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term extent reasonably requested by the Administrative Agent. Each Joinder Agreement may, without the consent of any other LendersAdministrative AgentIncremental Arranger, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriateIncremental Arranger shall have received legal opinions, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.resolutions, officers’ certificates and/or reaffirmation
Appears in 1 contract
Sources: Second Amendment (Ortho Clinical Diagnostics Holdings PLC)
Incremental Facilities. Borrower may (a) The Borrower may, by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans or increases in Term Loans of any Class (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (iiCommitments”) the by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of $1,000,000 in excess any Indebtedness under this Section 2.14, at the request of that amount. Each such notice the Administrative Agent, the Borrower shall specify provide to the date (each, an “Increased Amount Date”) on which Borrower proposes Administrative Agent a certificate certifying that the New Revolving Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. The Borrower may approach any Lender or any Person (other than a natural Person) to provide all or a portion of the New Term Loan Commitments, as subject, if applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented proviso to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicableSection 2.14(b); provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that be subject to (1i) no Default or Event of Default (except in connection with an acquisition or investment (including any Permitted Acquisition or Investment), no Event of Default under Section 11.1 or Section 11.5) shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Borrower and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e5.4(e); , and (4iii) the Borrower shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower . No Lender shall deliver or cause have any obligation to be delivered provide any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transactionCommitments pursuant to this Section 2.14(a). Any New Term Loans made on an Increased Amount Date shall shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. The proceeds On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of the New Additional Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower Credit Loans for working capital and general corporate all purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Agreement.
(b) Incremental Revolving Loan Commitments and New Term Loan Credit Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing following terms and conditions, (a) with respect to New Revolving Credit Commitments, each of the Lenders with Revolving Lenders Credit Commitments of such Class shall assign to each of the Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lenders, Lender”) and each of the New new Revolving Loan Lenders shall purchase from each of the Revolving LendersLenders with revolving Credit Commitments of such Class, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans of such Revolving Loans Class will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of such Class after giving effect to the addition of such New new Revolving Loan Credit Commitments to the Revolving Credit Commitments, and (b) with respect to Incremental Revolving Credit Commitments, (bi) each New Incremental Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and and, each Loan made thereunder under a New Revolving Credit Commitment (a “New Revolving Credit Loan”) and each Loan made under an Additional Revolving Credit Commitment (an “Additional Revolving Credit Loan” and, together with new Revolving Credit Loans, the “Incremental Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Loan Loans and (cii) each New Revolving Loan Lender and each Lender with an Additional Revolving Credit Commitment (each, an “Additional Revolving Loan Lender” and, together with the New Revolving Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Lender with respect to the New Revolving Loan Credit Commitment and all matters relating thereto. On any Increased Amount Date on which any ; provided that the Administrative Agent and the Letter of Credit Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to the extent such consent, if any, would be required under Section 13.6(b) for an assignment of Revolving Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Loan Lender.
(c) New Term Loan Commitments of any Series are effective, shall be subject to the satisfaction of the foregoing and following terms and conditions, (i) each Lender with a New Term Loan Lender Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental Loans”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof .
(yd) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as on terms and documentation set forth herein or in the applicable Joinder Agreement. In any event Agreement as determined by the Borrower; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Tranche B Term Loan Maturity Date; (ii) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving then existing Tranche B-1 Term Loans or Tranche B-3 Term Loans as calculated without giving effect to any prepayments made in connection with the Initial Tranche B-1 Term Loans or Tranche B-3 Term Loans; (iii) the pricing, interest rate margins, discounts, premiums, rate floors, fees, and, subject to clauses (i) and (ii) above, amortization schedule applicable to any New Term Loans shall be determined by the Borrower and the Lenders thereunder; provided that only during the period commencing on the Closing Date and ending on the thirty month anniversary of the Closing Date, if the Effective Yield for LIBOR Loans or ABR Loans in respect of such New Term Loans consisting of Term Loans that are secured by the Collateral on a pari passu basis with the Tranche B-1 Term Loans and the Tranche B-3 Term Loans (whichever other than any New Term Loans incurred in connection with a Permitted Acquisition or other Permitted Investment) exceeds the Effective Yield for LIBOR Loans or ABR Loans in respect of the then existing Tranche B-1 Term Loans or Tranche B-3 Term Loans of like currency by more than 0.50%, the Applicable Margin for LIBOR Loans or ABR Loans in respect of the then existing Tranche B-1 Term Loans shall be adjusted so that the Effective Yield in respect of the then existing Tranche B-1 Term Loans or Tranche B-3 Term Loans, as applicable, is longestequal to the Effective Yield for LIBOR Loans or ABR Loans in respect of the New Term Loans minus 0.50% (the terms of this proviso to this clause (iii), the “MFN Protection”); and (iv) to the extent such terms and documentation are not consistent with the then existing Tranche B-1 Term Loans or Tranche B-3 Term Loans (except to the extent permitted by clause (i), (ii) or (iii) above), they shall be reasonably satisfactory to the Administrative Agent (it being understood that, (1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Term Loans remaining outstanding after the issuance or incurrence of such Indebtedness or (2) no consent shall be required by the Administrative Agent or any of the Lenders if any covenants or other provisions are only applicable after the Latest Term Loan Maturity Date);.
(e) Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Initial Revolving Credit Commitments and the related Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(i) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank equal in right of each Series shall be no shorter than the latest payment and of the final maturity of security with the Revolving Credit Loans and the Term Loans, ,
(ii) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Initial Revolving Credit Commitments and related Revolving Credit Loans at the time of incurrence of such Incremental Revolving Credit Commitments,
(iii) the Weighted Average Yield applicable to borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the maturity date of such calculation the Incremental Revolving Credit Commitments, and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (v) below)) of Loans with respect to Incremental Revolving Credit Commitments after the Initial Term Loans plus 0.50% per annum unless associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date, (iv) subject to the interest rate provisions of Section 3.12 and Section 3A.12 to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments of the same Series in accordance with their percentage of such Revolving Credit Commitments on the applicable Increased Amount Date (and except as provided in Section 3.12, without giving effect to changes thereto on an earlier maturity date with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms Letters of the New Term Loans and New Term Loan Commitments, if not consistent with the terms Credit theretofore incurred or issued in respect of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.Series),
Appears in 1 contract
Sources: Joinder Agreement and Amendment No. 5 (BrightSpring Health Services, Inc.)
Incremental Facilities. Borrower may (a) At any time or from time to time after the Closing Date, the Borrower may by written notice from Borrower to Revolving Facility the Administrative Agent, Agent elect to request (A) prior to the Maturity Date of the Revolving Commitment Termination DateCredit Facility, an increase (I) one or more increases to the existing Revolving Credit Commitments and/or (II) the establishment of one or more new revolving credit commitments (any such increaseincrease or new commitment, the “New Revolving Loan Credit Commitments”) and/or (bB) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity DateDate of the Term B Loan Facility, the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), in an aggregate principal amount of (i) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Revolving Credit Commitment and New Term Loan Commitment or New Revolving Loan Commitment shall be in a an aggregate principal amount that is not less than $5,000,000 individually (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute if such amount represents all remaining availability under the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such datelimit set forth in the next sentence), and integral multiples of $1,000,000 in excess of that amount. Notwithstanding anything to the contrary herein, (i) the aggregate amount of the New Revolving Credit Commitments shall not exceed $150,000,000 and (ii) subject to the preceding clause (i), the aggregate amount of the New Revolving Credit Commitments and New Term Commitments shall not exceed $350,000,000 plus an additional amount of New Revolving Credit Commitments and New Term Commitments so long as (x) in the case of New Revolving Credit Commitments and New Term Commitments that are secured equally and ratably with the Facilities, the First Lien Senior Secured Leverage Ratio shall be no greater than 3.75 to 1.0 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such New Revolving Credit Commitments or New Term Loans and (y) in the case of New Revolving Credit Commitments and New Term Commitments that are secured by a lien that is junior to the liens securing the Facilities, the Senior Secured Leverage Ratio shall be no greater than 4.0 to 1.0 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such New Revolving Credit Commitments or New Term Loans (and, in each case, with respect to any New Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available under such New Revolving Credit Commitment and any New Revolving Credit Commitments previously made pursuant to this Section 2.14). Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Loan Credit Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 5 Business Days after the date on which such notice is delivered to the Term Administrative Agent Agent, (or such shorter period as shall be reasonably acceptable to the Administrative Agent and (B) the identity of time as consented to by the Term Administrative Agent. Borrower may invite any each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Credit Lender” or “New Term Loan Lender”, ,” as applicable) to provide a whom the Borrower proposes any portion of such New Revolving Loan Commitment Credit Commitments or New Term Loan CommitmentCommitments, as applicable, be allocated and the amounts of such allocations; provided that (x) any Lender approached to provide all or a portion of the New Revolving Loan Credit Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Credit Commitment or a New Term Loan Commitment. Such Commitment (it being understood that there is no obligation to approach any existing Lenders to provide any New Revolving Loan Credit Commitment or New Term
(i) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with each of the covenants set forth in Section 7.10 after giving Pro Forma Effect to such New Revolving Credit Commitments or New Term Loan Commitments shall become effective as Loans (and with respect to any New Revolving Credit Commitment, assuming a borrowing of such Increased Amount Date; provided that (1) no Default or Event the maximum amount of Default shall exist on such Increased Amount Date before or after giving effect to Loans available under such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of Credit Commitment and any New Revolving Loan Credit Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default previously made pursuant to clauses (athis Section 2.14), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (24) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Credit Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the New Revolving Loan Credit Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register Register, and each New Revolving Loan Credit Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e)10.15; (45) the Borrower shall make any payments required pursuant to Section 2.18(c) 3.05 in connection with the New Revolving Loan Credit Commitments or New Term Loan Commitments, as if applicable; and (56) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series .
(a “Series”b) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Credit Commitments are effectedeffected through an increase to the existing Revolving Credit Commitments, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Credit Lenders shall assign to each of the New Revolving Loan Credit Lenders, and each of the New Revolving Loan Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Loan Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Credit Lender shall become a Lender with respect to the New Revolving Loan Credit Commitment and all matters relating thereto. Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.02 and 2.05(a) of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
(c) Any New Term Loans or New Revolving Credit Loans effected through the establishment of one or more new revolving credit commitments or new Term Loans made on an Increased Amount Date shall be designated a separate Class of New Term Loans or New Revolving Credit Loans, as applicable, for all purposes of this Agreement. On any Increased Amount Date on which any New Term Loan Commitments of any Series Class are effectiveeffected, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series such Class shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such SeriesClass, and (ii) each New Term Loan Lender of any Series such Class shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series Class and the New Term Loans of such Series Class made pursuant thereto. The applicable On any Increased Amount Date on which any New Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments, subject to the satisfaction of the foregoing terms and conditions, (i) each New Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (when borrowed, a “New Revolving Credit Loan”) in an amount equal to its New Revolving Credit Commitment of such Class, and (ii) each New Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the New Revolving Credit Commitment of such Class and the New Revolving Credit Loans of such Class made pursuant thereto. Notwithstanding the foregoing, New Term Loans may have identical terms to the Term Loans and be treated as the same Class as the Term B Loans.
(d) Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Class of New Revolving Loan Credit Commitments and the New Revolving Loan Credit Lenders of such Class or the Series Class of New Term Loan Commitments and the New Term Loan Lenders of such SeriesClass, as applicable, and (z) in the case of each notice to any Revolving LenderCredit Lender with respect to an increase in the Revolving Credit Commitments, the respective interests in such Revolving Credit Lender’s Revolving LoansCredit Commitments, in each case subject to the assignments contemplated by clause (b) of this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. 2.14.
(e) The terms and provisions of the New Term Loans and New Term Loan Commitments or the New Revolving Credit Loans and New Revolving Credit Commitments, as the case may be, of any Series Class shall be as agreed between the Borrower and the New Term Lenders or New Revolving Credit Lenders, as applicable, providing such New Term Loans and New Term Commitments or such New Revolving Credit Loans and New Revolving Credit Commitments, and except as otherwise set forth herein herein, to the extent not identical to the Term B Loans or in the applicable Joinder AgreementRevolving Credit Loans, as applicable, shall be reasonably satisfactory to Administrative Agent. In any event event:
(i) the weighted average life Weighted Average Life to maturity Maturity of all New Term Loans of any Series Class shall be no shorter than the weighted average life Weighted Average Life to Maturity of the Term B Loans (except by virtue of amortization or prepayment of the Term B Loans prior to the time of such incurrence);
(ii) the Maturity Date of any Class of New Revolving Credit Commitments and New Revolving Credit Loans shall be no earlier than the maturity of the Revolving Loans Credit Commitments and will require no scheduled amortization or mandatory commitment reduction prior to the Initial Term Loans (whichever is longest), (ii) the latest applicable Maturity Date of each Series the Revolving Credit Commitments;
(iii) all other material terms of the New Revolving Credit Commitments and New Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans other than as set forth in Section 2.14(e)(ii) and (vi); provided that, notwithstanding anything to the contrary in this Section 2.14 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on New Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to New Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(l) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists New Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(l) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, New Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of New Revolving Credit Commitments and New Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans. Any New Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the Revolving Credit Commitments prior to the Increased Amount Date; provided at no time shall there be Revolving Credit Commitments hereunder (including New Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates.
(iv) the Maturity Date of any Class of the New Term Loans shall be no shorter earlier than the latest of the final maturity of the Revolving Term B Loans;
(v) the New Term Loans and will share ratably in right of prepayment with the Term LoansLoans pursuant to Section 2.05(b) or otherwise, provided that the New Term Loans may be afforded lesser payments;
(iiivi) the Weighted Average Yield yield applicable to the New Term Loans or New Revolving Credit Loans of each Series Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that in the Weighted Average Yield case of New Revolving Credit Commitments and New Term Commitments that are secured equally and ratably with the Facilities, the yield applicable to the such New Term Loans or New Revolving Credit Loans (after giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such New Term Loans or such New Revolving Credit Loans) shall not be greater than the applicable Weighted Average Yield interest rate payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term B Loans or Revolving Credit Loans, as applicable (including any upfront or similar fees or original issue discount paid and payable to the Initial Term Loans Lenders hereunder), plus 0.50% 50 basis points per annum unless the interest rate with respect to the Initial Term B Loan or Revolving Credit Loan, as applicable, is increased so as to cause the then applicable Weighted Average Yield interest rate under this Agreement on the Initial Term B Loans or Revolving Credit Loans, as applicable (including any upfront or similar fees or original issue discount paid and payable to the Lenders hereunder and the adjustment of any interest rate floor) to equal the Weighted Average Yield yield then applicable to the New Term Loans less 0.50% and or New Revolving Credit Loans, as applicable (ivafter giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such New Term Loans) all other terms minus 50 basis points; provided that customary arrangement or commitment fees payable to the Arrangers (or their respective affiliates) or one or more arrangers of Facilities under this Section 2.14 shall be excluded; and
(vii) the liens securing the New Term Loans and/or New Revolving Credit Loans will rank pari passu with the liens securing the existing Term B Loans and Revolving Credit Loan; provided that the New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must Loans and/or New Revolving Credit Loans may be reasonably acceptable junior to the Term Administrative Agent. B Loans and Revolving Credit Loans if subject to the Second Lien Intercreditor Agreement.
(f) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the applicable Administrative Agent and the Borrower to effect the provision of this Section 2.242.14, and for the avoidance of doubt, this Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.
(g) The Loans and Commitments extended or established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents, provided that the lien securing any New Term Loans may be junior to the liens securing the other Loans on terms and conditions and subject to customary intercreditor arrangements. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the extension or establishment of any such Loans
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Incremental Facilities. Borrower may (a) The Borrower may, by written notice from Borrower to Revolving Facility the Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans or increases in Term Loans of any Class (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”) and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (ii) the Commitments”), by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 25,000,000 individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to Maximum Incremental Facilities Amount as of such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Loan Commitments shall be effective. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower shall provide to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be in reasonable detail and shall provide the calculations and basis therefor. The Borrower may approach any Lender or any Person (other than a natural Person) to provide all or a portion of the New Term Loan Commitments, as subject, if applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented proviso to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicableSection 2.14(b); provided that (x) any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a Commitment, (y) if any Affiliated Lender provides any New Term Loan Commitments or Loans thereunder, such Loans and Affiliated Lender shall be subject to Section 13.6(h) and shall be treated for such purpose as if it had purchased its Loan by assignment and (z) no Affiliated Lender may provide any Incremental Revolving Credit Commitment. Such In each case, such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such the applicable Increased Amount Date; provided that (1i) no Default or Event of Default (except in connection with an acquisition or investment (including any Permitted Acquisition or Investment), no Event of Default under Section 11.1(a) or Section 11.1(e)) shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, and subject in each case to Section 1.12, (ii) all representations and warranties made by any Credit Party contained herein or 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 and as of the applicable Increased Amount Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date (provided that any such representation and warranty which is qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all respects) (provided that, in the case of any New Term Loan Commitments incurred in connection with a Limited Condition Acquisition, such representations and warranties shall be limited to certain specified representations and warranties consistent with customary “SunGard” limitations), (iii) Holdings is in compliance, after giving Pro Forma Effect to the incurrence of any such New Loan Commitments (and assuming that any Incremental Revolving Credit Commitments are fully drawn and without netting any cash proceeds of any Loans made under such New Loan Commitments), with the financial covenants set forth in Sections 10.7 and 10.8 calculated as of the most recent period of four (4) consecutive fiscal quarters for which Section 9.1 Financial Statements have been delivered, (iv) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Borrower and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); 5.4(e) and (4v) the Borrower shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower . No Lender shall deliver or cause have any obligation to be delivered provide any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transactionCommitments pursuant to this Section 2.14. Any New Term Loans made on an Increased Amount Date shall shall, at the election of the Borrower and agreed to by Lenders providing such New Term Loan Commitments, be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans (as long as such New Term Loans are fungible with such existing Term Loans) for all purposes of this Agreement. The proceeds On and after the Increased Amount Date, Loans shall be designated a separate Class of the New Additional Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower Credit Loans for working capital and general corporate all purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. Agreement.
(b) On any Increased Amount Date on which New Incremental Revolving Loan Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) with respect to New Revolving Credit Commitments, each of the Lenders with Revolving Lenders Credit Commitments of such Class shall assign to each of the Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lenders, Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving LendersCredit Commitments of such Class, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such the Revolving Loans of such Class will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of such Class after giving effect to the addition of such New Revolving Loan Credit Commitments to the Revolving Commitments, Credit Commitments of such Class and (b) (i) each New Incremental Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder under a New Revolving Credit Commitment (a “New Revolving Credit Loan”) and each Loan made under an Additional Revolving Credit Commitment (an “Additional Revolving Credit Loan” and, together with New Revolving Credit Loans, “Incremental Revolving Credit Loans”) shall be deemed, for all purposes, a Revolving Loan Loans and (cii) each New Revolving Loan Lender and each Lender with an Additional Revolving Credit Commitment (each an “Additional Revolving Loan Lender” and, together with the New Revolving Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Lender with respect to the New applicable Incremental Revolving Loan Credit Commitment and all matters relating thereto. ; provided that the Administrative Agent and the Letter of Credit Issuers shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Incremental Revolving Loan Lender’s providing such applicable Incremental Revolving Credit Commitment to the extent such consent, if any, would be required under Section 13.6(b) for an assignment of Revolving Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Loan Lender.
(c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Lender Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental Loans”) in an amount equal to its New Term Loan Commitment of such Series, Series and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof .
(yd) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as on terms and documentation set forth herein or in the Joinder Agreement as determined by the Borrower and the applicable Joinder Agreement. In any event New Term Loan Lenders; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date; (ii) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving then existing Initial Term Loans; (iii) the pricing, interest rate margins, discounts, premiums, rate floors, fees and amortization schedule applicable to any New Term Loans shall be determined by the Borrower and the New Term Loan Lenders thereunder; (iv) any such New Term Loan Commitments or New Term Loans shall rank equal in right of payment and of security (subject to control of remedies) with the Initial Term Loans (whichever is longest)Revolving Commitments, (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Initial Revolving Loans and the Initial Term Loans, (iiiv) the Weighted Average Yield applicable to the such New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the Loan Commitments or New Term Loans shall not be greater secured by any property or assets other than the applicable Weighted Average Yield payable pursuant Collateral and shall not be guaranteed by any Person other than the Guarantors and (vi) to the extent such terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if documentation are not consistent with the terms then existing Initial Term Loans (except to the extent permitted by clause (i), (ii) or (iii) above), they shall be reasonably satisfactory to the Administrative Agent (it being understood that, (1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Term Loans remaining outstanding after the issuance or incurrence of such Indebtedness and (2) no consent shall be required by the Administrative Agent or any of the Lenders if any such covenants or other provisions are only applicable after the Latest Term Loan Maturity Date).
(e) Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Initial Revolving Credit Commitments and the related Revolving Loans, other than the Maturity Date thereof and as set forth in this Section 2.14(e); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(i) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank equal in right of payment and of security with the Initial Revolving Commitments, Initial Revolving Loans and the Initial Term Loans,
(ii) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Maturity Date of the Initial Revolving Credit Commitments and related Initial Revolving Credit Loans at the time of incurrence of such Incremental Revolving Credit Commitments,
(iii) the borrowing and repayment (except for (1) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (2) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (v) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments,
(iv) subject to the provisions of Section 3.12 with respect to Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments of the same Series in accordance with their percentage of such Revolving Credit Commitments on the applicable Increased Amount Date,
(v) the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(vi) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Loans on the applicable Increased Amount Date,
(vii) any Additional Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable must Revolving Credit Commitments prior to such Increased Amount Date,
(viii) the pricing and fees applicable to any Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be reasonably acceptable the same as the Initial Revolving Credit Commitments and related Revolving Loans (provided that the applicable margin applicable to the Term then-existing Revolving Loans may be increased if necessary to be consistent with the applicable margin applicable to any Incremental Revolving Credit Loans), and
(ix) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent. Agent or any of the Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness.
(f) Each Joinder Agreement may, without the consent of any other Lenders, effect such technical and corresponding amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent Agent, to effect the provision provisions of this Section 2.242.14 (including to (1) provide that the applicable Incremental Loans will benefit from clauses (x) and (z) of the second sentence of Section 2.14(g)(i) and clause (b) of the sixth paragraph of Section 13.1 and (2) to effectuate changes necessary to enable any New Term Loans to be fungible for United States federal income tax purposes with the another class of Term Loans, which shall include any amendments to Section 2.5(b) that do not reduce the ratable amortization received by each Lender thereunder).
(g) (%4) The Borrower may at any time, and from time to time, request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14(g). In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class, which such request shall be offered equally to all such Lenders) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall not be materially more restrictive to the Credit Parties (as determined in good faith by the Borrower), when taken as a whole, than the terms of the Term Loans of the applicable Existing Term Loan Class unless (x) the Lenders of the Term Loans of such applicable Existing Term Loan Class receive the benefit of such more restrictive terms or (y) any such provisions apply after the Initial Term Loan Maturity Date (a “Permitted Other Provision”); provided, however, that (x) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresp
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Incremental Facilities. Borrower may (a) The Borrower may, from time to time after the Closing Date, upon notice by written notice from the Borrower to Revolving the Administrative Agent and the Person appointed by the Borrower to arrange an incremental Facility (each, an "Incremental Credit Facility") (such Person (who may be (i) the Administrative Agent, elect if it so agrees, or (ii) any other Person appointed by the Borrower after consultation with the Administrative Agent), the "Incremental Arranger") specifying the proposed Borrower (which may include a Co-Borrower), the proposed amount thereof and the proposed currency denomination thereof, request (i) an increase in the Commitments under any Revolving Tranche (which shall be on the same terms as, and become part of, the Revolving Tranche proposed to request prior be increased) (each, a "Revolving Credit Commitment Increase"), (ii) an increase in any Term Loan Tranche then outstanding (which shall be on the same terms as, and become part of, the Term Loan Tranche proposed 146 to be increased hereunder (except as otherwise provided in clause (d) below with respect to amortization)) (each, a "Term Commitment Increase"), (iii) the addition of one or more new revolving credit facilities to the Facilities, in each case, in such currency or currencies as the Borrower identifies in such notice (each, a "New Revolving Commitment Termination DateFacility" and, an increase to any advance made by a Lender thereunder, a "New Revolving Loan"; and the existing Revolving Commitments (any such increasecommitments thereof, the “"New Revolving Loan Commitments”Commitment") and/or and (biv) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment addition of one or more new term loan commitments facilities, in each case, in such currency or currencies as the Borrower identifies in such notice (the “each, a "New Term Facility"; and any advance made by a Lender thereunder, a "New Term Loan"; and the commitments thereof, the "New Term Commitment"; and together with the Revolving Credit Commitment Increase, the New Revolving Commitments and the Term Commitment Increase, the "New Loan Commitments”), ";) in an aggregate principal amount of not to exceed the sum of:
(i) the New Term Loan Commitments greater of (A) $204,000,000 and the New Revolving Loan Commitments (B) 100.0% of Four Quarter Consolidated EBITDA plus (ii) the aggregate principal amount of Debt Incurred Indebtedness permitted to be incurred pursuant to Sections 6.1(b)(xxiiiSection 7.01(l) and, if such Indebtedness is secured, clause (25) of the definition of Permitted Liens that, in each case are unutilized and reallocated to this Cash-Capped Incremental Facility (xxiv) not in excess of (A) $50,000,000 in the aggregate provided, that any Indebtedness incurred pursuant to this clause (Aw)(ii) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required will reduce availability under Section 5.1(c7.01(1) has been deliveredand, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in if secured, clause (b25) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiiiPermitted Liens), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, minus (iii) the Weighted Average Yield applicable to the New Term Loans amount of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth any Indebtedness previously incurred in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable reliance on this clause (w) as Incremental Facilities pursuant to the terms of this Agreement Section 2.14, Incremental Equivalent Debt pursuant to Section 2.15, Ratio Debt, Ratio Acquisition Debt or otherwise (and not redesignated as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield incurred under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all any other terms provision of the New Term Loans and New Term Loan Commitments, if not consistent Incremental Amount in accordance with this Agreement) (the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24."Cash-Capped Incremental Facility"),
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Incremental Facilities. Borrower may (a) Any Borrower (including any Additional Borrower) or any other Guarantor may by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans or increases in Term Loans of any Class (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (ii) the Commitments”), by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples which may be incurred in Dollars, Euros or Sterling. In connection with the incurrence of $1,000,000 in excess any Indebtedness under this Section 2.14, at the request of that amount. Each such notice the Administrative Agent, the Borrowers shall specify provide to the date (each, an “Increased Amount Date”) on which Borrower proposes Administrative Agent a certificate certifying that the New Revolving Loan Commitments or New Term Loan Commitmentsdo not exceed the Maximum Incremental Facilities Amount, as applicable, which certificate shall be effectivein reasonable detail and shall provide the calculations and basis therefor and, which shall be a date not less than 10 Business Days after subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the date on which such notice is delivered to the Term Administrative Agent or such shorter period definition of time as consented to by the Term Administrative Agent“Maximum Incremental Facilities Amount”. Borrower The Borrowers may invite approach any Lender or any Person (other Person that is an Eligible Assignee (each, than a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicablenatural Person) to provide all or a portion of the New Revolving Loan Commitment or New Term Loan Commitment, as applicableCommitments; provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such Subject to Section 1.12 in each case, such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that be subject to (1i) no Default or Event of Default under Section 11.1 or Section 11.5 (with respect to the Borrowers) shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Borrowers and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e5.4(e); , and (4iii) Borrower the Borrowers shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the New Revolving Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments or pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrowers and agreed to by Lenders providing such New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. The proceeds On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Revolving Credit Loans for all purposes of this Agreement. Notwithstanding anything else to the contrary in this Section 2.14 or otherwise in this Agreement, any Incremental Loans may be incurred by any Borrower(s) and/or any other Credit Party at the option of the New Borrowers.
(b) Incremental Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Credit Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing following terms and conditions, (a) with respect to New Revolving Credit Commitments, each of the Lenders with Revolving Lenders Credit Commitments of such Class shall assign to each of the Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lenders, Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving LendersCredit Commitments of such Class, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans of such Revolving Loans Class will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of such Class after giving effect to the addition of such New Revolving Loan Credit Commitments to the Revolving Credit Commitments, and (b) with respect to Incremental Revolving Credit Commitments, (bi) each New Incremental Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and and, each Loan made thereunder under a New Revolving Credit Commitment (a “New Revolving Credit Loan”) and each Loan made under an Additional Revolving Credit Commitment (an “Additional Revolving Credit Loan” and, together with New Revolving Credit Loans, the “Incremental Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Loan Credit Loans and (cii) each New Revolving Loan Lender and each Lender with an Additional Revolving Credit Commitment (each an “Additional Revolving Loan Lender” and, together with the New Revolving Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Lender with respect to the New Revolving Loan Credit Commitment and all matters relating thereto. On any Increased Amount Date on which any ; provided that the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to the extent such consent, if any, would be required under Section 13.6(b) for an assignment of Revolving Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Loan Lender.
(c) New Term Loan Commitments of any Series are effective, shall be subject to the satisfaction of the foregoing following terms and conditions, (i) each Lender with a New Term Loan Lender Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to Borrower the Borrowers (a “New Term Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental Loans”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof .
(yd) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as on terms and documentation set forth herein or in the applicable Joinder Agreement. In any event Agreement as determined by the Borrowers; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Tranche B-6-7 Term Loan Maturity Date; (ii) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the remaining weighted average life to maturity of the Revolving Loans or the Initial then existing Tranche B-6-7 Term Loans (whichever provided that the foregoing clauses (i) and (ii) shall not apply to (A) up to the greater of (x) $1,100,000,000 and (y) 100% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in New Term Loans as selected by the Borrowers, (B) customary bridge loans (including 364-day bridge loans); provided, that either (x) the terms of such bridge loans provide for automatic extension of the maturity date thereof to a date that is longestnot earlier than the Tranche B-6-7 Term Loan Maturity Date or (y) any loans, notes, securities or other Indebtedness (other than revolving loans) which are exchanged for or otherwise replace such bridge loans shall be subject to the requirements of clauses (i) and (ii), (C) customary term A loans and (D) Indebtedness issued subject to customary escrow arrangements that have redemption requirements related to such escrow release (so long as subject to such escrow)), (iii) the pricing, interest rate margins, discounts, premiums, rate floors, fees, and amortization schedule applicable to any New Term Loans shall be determined by the Borrowers and the Lenders thereunder; provided, that except with respect to (A) up to the greater of (x) $1,100,000,000 and (y) 100% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) of New Term Loans (as selected by the Borrowers), (B) customary term A loans, (C) customary bridge loans (including 364-day bridge loans) (provided that any loans, notes, securities or other Indebtedness (other than revolving loans) which are exchanged for or otherwise replace such bridge loans shall be subject to the requirements of this clause (iii)) and (D) New Term Loans incurred in connection with a Permitted Acquisition or other Permitted Investment, with respect to any such non-excepted New Term Loans in the form of a broadly syndicated U.S. dollar denominated term “B” loan that is secured on a pari passu basis with the Tranche B-5 Term Loans incurred pursuant to clause (i)(a) of the definition of “Maximum Incremental Facilities Amount” that matures earlier than one year after the Tranche B-5 Term Loan Maturity Date, only during the period commencing on the Amendment No. 6 Effective Date and ending on the date that is 12 months after the Amendment No. 6 Effective Date, if the Applicable Margin for SOFR Loans in respect of such New Term Loans exceeds the Applicable Margin for SOFR Loans in respect of the then existing Tranche B-5 Term Loans by more than 0.75%, the Applicable Margin for SOFR Loans in respect of the then existing Tranche B-5 Term Loans shall be adjusted so that the Applicable Margin in respect of the then existing Tranche B-5 Term Loans that are SOFR Loans is equal to the Applicable Margin for SOFR Loans in respect of such New Term Loans minus 0.75% (the “Tranche B-5 MFN Protection”), (iv) to the extent such terms and documentation are not consistent with the then existing Tranche B-5 Term Loans (except to the extent permitted by clause (i), (ii) or (iii) above), they shall either (x) reflect market terms and conditions (as determined by the Borrowers in good faith) at the time of incurrence or issuance of New Term Loans (or the obtaining of a commitment with respect thereto) or (y) be reasonably satisfactory to the Administrative Agent (it being understood that, (1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness or (2) no consent shall be required by the Administrative Agent or any of the Lenders if any covenants or other provisions are only applicable after the then-Latest Term Loan Maturity Date), (v) any New Term Loans may provide for the ability to participate (A) on a pro rata basis or non-pro rata basis in any voluntary prepayment of Term Loans made pursuant to Section 5.1 and (B) on a pro rata or less than pro rata basis (but not on a greater than pro rata basis, other than in the case of prepayment with proceeds of Indebtedness refinancing such New Term Loans) in any mandatory prepayment of Term Loans required pursuant to Section 5.2, (vi) New Term Loans may not be guaranteed by any Person which is not a Credit Party and (vii) if secured, any New Term Loans may not be secured by assets that do not constitute Collateral. For the avoidance of doubt, all parties to this Agreement hereby agree that the proviso to clause (iii) of this paragraph (d) does not apply with respect to any Tranche B-2 Term Loans and/or Tranche B-4 Term Loans (all of which such “MFN” protections have expired prior to the Amendment No. 6 Effective Date) and/or any Tranche B-6 Term Loans (all of which such “MFN” protection (if any) has expired and/or not been set and/or not been renewed) and/or any Tranche B-7 Term Loans (all of which such “MFN” protection (if any) has expired and/or not been set and/or not been renewed).
(e) Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Initial Revolving Credit Commitments and the related Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(i) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank equal in right of each Series shall be no shorter than the latest payment and of the final maturity of security with the Revolving Credit Loans and the Term Loans, ,
(ii) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Initial Revolving Credit Commitments and related Revolving Credit Loans at the time of incurrence of such Incremental Revolving Credit Commitments,
(iii) the Weighted Average Yield borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments, and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (v) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date,
(iv) subject to the provisions of Section 2.1(e) and Section 3.12 to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments of the same Series in accordance with their percentage of such Revolving Credit Commitments on the applicable Increased Amount Date (and except as provided in Section 2.1(e) and Section 3.12, without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued in respect of such Series),
(v) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(vi) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the New Term applicable Increased Amount Date,
(vii) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to such Increased Amount Date, and
(viii) the pricing, fees, maturity and other immaterial terms of the Additional Revolving Credit Loans of each Series may be different and shall be determined by Borrower the Borrowers and the applicable new Lenders thereunder so long as the final maturity date and shall be set forth in each applicable Joinder Agreement; providedthe weighted average maturity of any Additional Revolving Credit Loans and Additional Revolving Credit Commitments, howeveras applicable, the Weighted Average Yield applicable to the New Term Loans shall not be greater than earlier than, or shorter than, as the applicable Weighted Average Yield payable pursuant to case may be, the terms of this Agreement maturity date or the remaining weighted average life, as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitmentsapplicable, if not consistent with the terms of the Initial Term Revolving Credit Commitments and related Revolving Credit Loans, as applicable must be reasonably acceptable .
(ix) to the Term Administrative Agent. Each Joinder Agreement may, without extent that any financial maintenance covenant is added for the consent benefit of any other Lenderssuch Indebtedness, effect such amendments to this Agreement and no consent shall be required by the other Credit Documents as may be necessary Administrative Agent or appropriate, in the opinion any of the applicable Administrative Agent to effect Lenders if such financial maintenance covenant is also added for the provision benefit of this Section 2.24.any corresponding Loans remaining outstanding after th
Appears in 1 contract
Sources: Credit Agreement (GoDaddy Inc.)
Incremental Facilities. Borrower may (a) The Borrowers or any Guarantor or, solely in the case of a New Term Loan Facility denominated in an Alternative Currency, any Restricted Subsidiary that is organized in a jurisdiction that is acceptable to the Administrative Agent (any such Guarantor or Restricted Subsidiary for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may, by written notice from Borrower to Revolving Facility the Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new tranches of term loan commitments facilities denominated in Dollars, an Alternative Currency or any other currency agreed to by the applicable Borrower, the Administrative Agent and the Lenders providing such New Term Loan Facility (the each, a “New Term Loan CommitmentsFacility”) and/or increase the principal amount of the Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (together with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or request the establishment of one or more new tranches of Revolving Credit Commitments (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing Lender will have an obligation to make any Incremental Facility, nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Facility, in an aggregate principal amount not in excess of the sum of (x) the greater of (i) $460,000,000 (or a principal amount equal to the New Term Loan Commitments Dollar Equivalent of $460,000,000) and the New Revolving Loan Commitments plus (ii) 100% of Consolidated EBITDA as of the aggregate principal last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding, less any amount of Debt Incurred Indebtedness incurred pursuant to Sections 6.1(b)(xxiiiclause (x)(i) of Section 8.02(p) and (xxivy) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount if, after giving effect to the incurrence of New Term Loan Commitments and/or such amount, (i) in case of Incremental Facilities that are secured on a pari passu basis with the New Revolving Loan Commitments so long as Obligations, the First Lien Net Leverage Ratio is no more less than 4.25:1.00 as or equal to 3.50 to 1.00 on a Pro Forma Basis, (ii) in case of Incremental Facilities that are secured on a junior basis to the last day Obligations, the Senior Secured Net Leverage Ratio is less than or equal to 5.00 to 1.00 on a Pro Forma Basis and (iii) in case of Incremental Facilities that are unsecured, the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect Fixed Charge Coverage Ratio is greater than or equal to any such incurrence 2.00 to 1.00 on a Pro Forma Basis (and excluding in each case, assuming (A) the proceeds Indebtedness being incurred as of any New Revolving Loans and/or New Term Loans from Unrestricted Cash such date of determination would be included in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 andIndebtedness, in the case of unsecured whether or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming not such debt is Consolidated First Lien Secured Debt), Indebtedness would otherwise be included and (B) any Incremental Revolving Credit Facilities are fully drawn) and, in each caseinstance, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum for an amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 (or a principal amount equal to the Dollar Equivalent of $5,000,000) individually (or such lesser amount which shall be approved by the Administrative Agent); provided that Incremental Facilities (1) shall be incurred pursuant to clause (y) above prior to utilization of any capacity pursuant to clause (x) above, (2) amounts incurred in reliance on clause (x) above concurrently with amounts incurred in reliance on clause (y) above shall not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, for purposes of calculating any amounts that may be incurred pursuant to clause (y) above on the same day and (3) if all or any portion of any Incremental Facility was originally incurred or issued in reliance on clause (x) above and thereafter such amount could have been incurred pursuant to clause (y) above, such amount of such Incremental Facility shall be reclassified, as the applicable Administrative Agent Borrower may elect from time to time, as having been incurred pursuant to clause (y) above and thereafter shall not count as utilization of clause (x) above; provided, further, that, notwithstanding the foregoing or anything to the contrary set forth herein, (1) Incremental Term Loans may be incurred without regard to any of the foregoing limits to the extent that the Net Cash Proceeds of such lesser amount Incremental Term Loans are used on or about the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on a dollar-for-dollar basis, and any such Incremental Term Loans (the “Refinancing Incremental Term Loans”) shall be deemed to have been incurred pursuant to this proviso, and (2) New Revolving Credit Facilities may be incurred without regard to the foregoing limits to the extent that shall constitute the difference between $5,000,000 and all such New Revolving Loan Credit Facilities are used on or about the date of incurrence to refinance and permanently reduce Revolving Credit Commitments and New Term Loan Commitments obtained prior to such date)of any Tranche selected by Borrower on a dollar-for-dollar basis, and integral multiples of $1,000,000 in excess of that amountany such Revolving Credit Commitments thereunder (the “Refinancing Incremental Revolving Credit Commitments”) shall be deemed to have been incurred pursuant to this proviso. Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, applicable Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent (or such shorter period of time as consented otherwise agreed to by the Term Administrative Agent. Borrower may invite any Agent in its sole discretion), (ii) the identity of each Lender or Affiliate or other Person that is consented to by the Administrative Agent (which consent shall not be unreasonably withheld) and by the L/C Issuer to the extent such consent, if any, would be required under Section 11.06 for an Eligible Assignee assignment of Loans or Revolving Credit Commitments (eachany such Affiliate or other Person, a “New Revolving Loan Lender” or “New Term Loan Incremental Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that whom the Borrowers propose any Lender approached to provide all or a portion of such Incremental Facility be allocated and the New amounts of such allocations and (iii) whether such Incremental Facility is to be an Incremental Term Facility or Incremental Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan CommitmentCredit Facility. Such New Revolving Loan Commitments or New Term Loan Commitments Incremental Facility shall become effective as of such Increased Amount Date; provided that (1A) no Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments Incremental Facility (except that, with respect to this clause (A), solely to the extent the proceeds of such Incremental Facility are being or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is will be used to finance a Permitted Acquisition or other similar InvestmentLimited Condition Transaction and if agreed to by the lenders providing such Incremental Facility, such condition shall be that no Event of Default pursuant to clauses (aunder Section 9.01(a), (f) or (g) of Section 8.1 hereunder shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitmentsexist), as applicable; (2B) both before and after giving effect to the making of any Series of New Term Loanssuch Incremental Facility, each of the conditions set forth in Section 3.2(a)(iii) 5.02 shall be satisfied; provided that satisfied and all fees and expenses owing in respect of such increase to the case Administrative Agent and the Lenders have been paid (except, solely to the extent the proceeds of New Revolving Loan Commitments such Incremental Facility are being or New Term Loan Commitments the purpose of which is will be used to finance a Permitted Acquisition or other similar Investment, the representations Limited Condition Transaction and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, lenders providing such New Revolving Loan Commitments Incremental Facility, (x) with respect to Section 5.02(a), such Incremental Facility shall only be subject to customary “funds certain provisions” and (y) with respect to Section 5.02(b), such condition shall be that no Event of Default under Section 9.01(a), (f) or New Term Loans Commitments, as applicable(g) hereunder shall exist); (3C) the any Incremental Facility provided by any New Revolving Loan Commitments or New Term Loan Commitments, as applicable, Incremental Lender shall be effected pursuant to one or more Joinder Agreements joinder agreement (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent and executed and delivered by a Borrower (or Additional Borrower, if applicable) and the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicableRegister; and (5D) Borrower the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, .
(b) The creation or provision of any Incremental Facility or Incremental Loan (and, in connection therewith, any amendment to the terms of this Agreement that is necessary or appropriate to implement the provisions thereof or that is favorable to the then-existing Lenders, in each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”case, as reasonably determined by the Administrative Agent in its sole discretion) shall be deemed, for not require the approval of any existing Lender other than any existing Lender providing all purposes, a Revolving Loan and or part of any Incremental Commitment.
(c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the any New Revolving Loans Credit Facility (other than pricing, maturity and fees) shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be be, except as otherwise set forth herein or in the applicable Joinder Agreement. In joinder agreement set forth in Section 2.14(a), substantially identical to the existing Revolving Credit Facility; provided that, (i) no New Revolving Credit Facility shall mature earlier than, or require any scheduled amortization or mandatory commitment reduction prior to, the Revolving Credit Maturity Date of any Tranche of Revolving Credit Loans (or, in the case of Refinancing Incremental Revolving Credit Commitments, the final maturity date of the Tranche of Revolving Credit Commitments that are being refinanced), (ii) any guarantor of any New Revolving Credit Facility shall also be a Guarantor; provided, that, in the event any New Revolving Credit Facility is incurred by a Foreign Subsidiary of ESI, such New Revolving Credit Facility shall be permitted to be guaranteed by persons that are not Guarantors so long as such New Term Loan Facility is subject to customary collateral allocation arrangements reasonably satisfactory to the Administrative Agent, (iii) if secured, such New Revolving Credit Facility shall not be secured by any assets that do not constitute Collateral and may not be secured pursuant to security documentation that is materially more restrictive, when taken as a whole, to the Loan Parties than the Loan Documents; provided, that, in the event any New Term Loan Facility is incurred by a Foreign Subsidiary of ESI, such New Term Loan Facility shall be permitted to be secured by assets in accordance with Section 7.12, which assets may or may not also secure the Obligations but which shall be subject to customary collateral allocation arrangements reasonably satisfactory to the Administrative Agent and (iv) each New Revolving Credit Facility shall rank pari passu or junior in right of payment and pari passu or junior with respect to security with the Obligations or may be unsecured (and to the extent subordinated in right of payment or security, shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent).
(d) The terms and provisions of any Incremental Term Loans shall be, if such Incremental Term Loans are not Tranche B-2 Term Loans, except as otherwise set forth herein or in the joinder agreement set forth in Section 2.14(a), substantially identical to the Tranche B-2 Term Loans, as applicable; provided that, except as otherwise set forth herein or in the joinder agreement set forth in clause (a), then (i) the weighted average life to maturity of all any New Term Loans of any Series Loan Facility shall be no shorter than the weighted average life to maturity of the Revolving Loans or Tranche B-2 Term Loans, (or, in the Initial case of any New Term Loans (whichever is longestthat are Refinancing Incremental Term Loans, the weighted average life to maturity of the Tranche of Term Loans that are being refinanced), (ii) the applicable Maturity Date of each Series final maturity date with respect to any New Term Loans shall be no shorter earlier than the latest maturity date of the Tranche B-2 Term Loans (or, in the case of any New Term Loans that are refinancing Incremental Term Loans, the final maturity date of the Revolving Tranche of Term Loans and the Term Loansthat are being refinanced), (iii) if the Weighted Average Yield applicable to the on any New Term Loans incurred no later than 6 months after the Amendment No. 8 Funding Date exceeds by more than 50 basis points (the amount of each Series shall be determined by Borrower and such excess above 50 basis points being referred to herein as the applicable new Lenders and shall be set forth “Yield Differential”) the Applicable Rate then in each applicable Joinder Agreement; providedeffect for any Tranche B-2 Term Loans, however, then the Weighted Average Yield applicable to the New Applicable Rate then in effect for Tranche B-2 Term Loans shall not automatically be greater than increased by the applicable Weighted Average Yield payable pursuant to Differential, effective upon the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms making of the New Term Loans (and if the margins on the New Term Loans are subject to a leveraged-based pricing grid, appropriate increases to the Applicable Rates for the Tranche B-2 Term Loans, consistent with the foregoing, shall be made) (this clause (iii), the “MFN Adjustment”), (iv) any guarantor of any New Term Loan CommitmentsFacility shall also be a Guarantor; provided, that, in the event any New Term Loan Facility is incurred by a Foreign Subsidiary of ESI, such New Term Loan Facility shall be permitted to be guaranteed by persons that are not Guarantors so long as such New Term Loan Facility is subject to customary collateral allocation arrangements reasonably satisfactory to the Administrative Agent, (v) if secured, such New Term Loan Facility shall not consistent be secured by any assets that do not constitute Collateral and may not be secured pursuant to security documentation that is more restrictive to the Loan Parties than the Loan Documents; provided, that, in the event any New Term Loan Facility is incurred by a Foreign Subsidiary of ESI, such New Term Loan Facility shall be permitted to be secured by assets in accordance with Section 7.12, which assets may or may not also secure the Obligations but which shall be subject to customary collateral allocation arrangements reasonably satisfactory to the Administrative Agent, (vi) each New Term Loan Facility shall rank pari passu or junior in right of payment and pari passu or junior with respect to security with the terms Obligations or may be unsecured (and to the extent subordinated in right of payment or security, shall be subject to intercreditor arrangements reasonably satisfactory to the Initial Administrative Agent) and (vii) any New Term Loans, Loan Facility may be denominated in Euros or Pounds Sterling so long as applicable must be reasonably (A) the borrower thereunder is a Restricted Subsidiary that is organized in a jurisdiction that is acceptable to the Administrative Agent and (B) such New Term Loan Facility is subject to guarantee, collateral and collateral allocation arrangements that are reasonably satisfactory to ESI and the Administrative Agent. Each Joinder Agreement joinder agreement referred to in Section 2.14(a) may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in as reasonably determined by the opinion of the applicable Administrative Agent in its sole discretion, to effect the provision of this Section 2.242.14.
(e) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Loans that are to be additional Tranche B-23 Term Loans or Initial Revolving Credit Loans, as applicable, and when originally made, are included in each Borrowing of outstanding Tranche B-23 Term Loans or Initial Revolving Credit Loans, as applicable, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Term SOFR Loan to be converted into a Base Rate Loan on the date of each such Incremental Loan, or by allocating a portion of each such Incremental Loan to each outstanding applicable Term SOFR Loan, EURIBO Rate Loan or RFR Loan on a pro rata basis, even though as a result thereof such Incremental Loan may effectively have a shorter Interest Period than the Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Term SOFR Loans to Base Rate Loans made pursuant to the preceding sentence shall be subject to Section 3.05. If any Incremental Loans are to be allocated to an existing Interest Period for a Term SOFR Loan or EURIBO Rate Loan then, subject to Section 2.08(b), the interest rate applicable to such Incremental Loan for th
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Incremental Facilities. Borrower may (a) The Parent Borrower may, from time to time after the Closing Date, upon notice by written notice from the Parent Borrower to Revolving the Administrative Agent and the Person appointed by the Parent Borrower to arrange an incremental Facility (each, an “Incremental Credit Facility”) (such Person (who may be
(i) the Administrative Agent, elect if it so agrees, or (ii) any other Person appointed by the Parent Borrower after consultation with the Administrative Agent), the “Incremental Arranger”) specifying the proposed Borrower (which may include a Co-Borrower), the proposed amount thereof and the proposed currency denomination thereof, request (i) an increase in the Commitments under any Revolving Tranche (which shall be on the same terms as, and become part of, the Revolving Tranche proposed to request prior be increased) (each, a “Revolving Credit Commitment Increase”), (ii) an increase in any Term Loan Tranche then outstanding (which shall be on the same terms as, and become part of, the Term Loan Tranche proposed to be increased hereunder (except as otherwise provided in clause (d) below with respect to amortization)) (each, a “Term Commitment Increase”), (iii) the addition of one or more new revolving credit facilities to the Facilities, in each case, in such currency or currencies as the Parent Borrower identifies in such notice (each, a “New Revolving Commitment Termination DateFacility” and, an increase to any advance made by a Lender thereunder, a “New Revolving Loan”; and the existing Revolving Commitments (any such increasecommitments thereof, the “New Revolving Loan CommitmentsCommitment”) and/or and (biv) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment addition of one or more new term loan commitments (the “New Term Loan Commitments”), in an aggregate principal amount of (i) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), andfacilities, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of in such currency or currencies as the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be Parent Borrower identifies in a principal amount that is not less than $5,000,000 (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan LenderFacility”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested advance made by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effectivethereunder, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) ; and the commitments thereof, the “New Term Commitment”; and together with the Revolving Credit Commitment Increase, the New Revolving Commitments and the Term Commitment Increase, the “New Loan Commitments”;) in an amount equal not to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to exceed the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.sum of:
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Sources: Refinancing Amendment and Second Amendment to Credit Agreement (MeridianLink, Inc.)
Incremental Facilities. Borrower may (a) (i) After the Restatement Effective Date and before the Term Loan Maturity Date (with respect to Term Loans) and the Revolving Termination Date (with respect to Revolving Loans), as applicable, the Borrower, by written notice from Borrower to Revolving Facility the Administrative Agent, elect to may request prior to (x) the Revolving Commitment Termination Date, an increase to establishment of (x) one or more additional tranches of term loans (the existing Revolving Commitments (any such increasecommitments thereto, the “New Revolving Incremental Term Loan Commitments”) and/or (by) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new term loan commitments increases in the Revolving Commitments (the “New Incremental Revolving Commitments” and,; together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”), in an aggregate principal amount of ; provided that (ix) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any each such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment request shall be in a principal amount that is for not less than $5,000,000 25,000,000 (or such lesser amount which up to the Maximum Incremental Facilities Amount) and (y) after giving effect to each such request, the aggregate principal amount (the “Maximum Incremental Facilities Amount”) of the Incremental Loan Commitments shall not exceed $400,000,000785,000,000 plus the amount of the Term Loans repaid with the proceeds of (1) Senior Unsecured 2019 Notes or (2) any Incremental Term Loans; provided further, that the Maximum Incremental Facilities Amount shall be approved increased by an additional $200,000,000 upon consummation of the applicable DTA Acquisition Step 1 in accordance with the terms and conditions set forth herein, and (ii) after the Restatement Effective Date and before the Term Loan Maturity Date, the Borrower, by written notice to Administrative Agent Agent, may also request the establishment of a synthetic letter of credit facility (the “Incremental Synthetic L/C Facility”; the commitments thereto, the “Incremental Synthetic L/C Commitments”; and, together with the Incremental Loan Commitments, the “Incremental Commitments”); provided that (x) each such request shall be for not less than $25,000,000 (or such lesser amount that up to the Maximum Incremental Synthetic Facility Amount) and (y) after giving effect to each such request, the aggregate principal amount (the “Maximum Incremental Synthetic Facility Amount”) of the Incremental Synthetic L/C Commitments shall constitute the difference between not exceed $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount200,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Loan Incremental Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. The Borrower may invite approach any Lender or other any Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Lender approached to provide arrange all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, Incremental Commitments; provided that (i) no Lender will be required to provide a New Revolving Loan such Incremental Commitment and (ii) any entity providing all or a New Term Loan Commitment. Such New Revolving Loan portion of the Incremental Commitments other than a Lender, an affiliate of a Lender or New Term Loan an Approved Fund, shall be reasonably acceptable to the Administrative Agent (with such acceptance by the Administrative Agent to not be unreasonably withheld or delayed).
(b) In each case, such Incremental Commitments shall become effective as of such the applicable Increased Amount Date; , provided that that
(1i) except for any Incremental Loan Commitment in connection with the DTA Acquisition, no Default or Event of Default shall exist have occurred and be continuing on such Increased Amount Date before or after giving effect to such New Revolving Incremental Commitments,
(ii) except for any Incremental Loan Commitments or New Term Loan Commitments, as applicable; provided that Commitment in connection with the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted DTA Acquisition or other similar Investmentthe Avis Europe Acquisition, no Event the Borrower shall be in compliance with Section 7.1 as of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or the most recently ended fiscal quarter after giving effect to such New Revolving Loan Incremental Commitments or New (provided, in the case of the Incremental Synthetic Facility, not giving effect to any deemed usage thereof),
(iii) the weighted average life to maturity of any Incremental Term Loan Commitments, as applicable; (2other than any Incremental Tranche A Term Loan) both before and shall be greater than or equal to the then-remaining weighted average life to maturity of the Term Loans,
(iv) the maturity date of the Incremental Synthetic L/C Facility shall be no earlier than the Final Term Loan Maturity Date,
(v) the interest rate margin in respect of any Incremental Revolving Loans that is in effect on the Increased Amount Date (after giving effect to original issue discount (“OID”) or upfront fees, (which shall be deemed to constitute like amounts of OID, with OID being equated to interest rates in a manner determined by the making Administrative Agent based on a four-year life to maturity) paid to all of the Incremental Revolving Lenders in connection therewith but excluding any Series customary arrangement, commitment or other similar fees payable to one or more arrangers (or their affiliates) in connection therewith) shall not exceed the sum of New (x) the Applicable Margin for the Revolving Loans made pursuant to the Revolving Commitments that is in effect on the Increased Amount Date, and (y) the OID or the upfront fees paid to all of the Lenders in respect of theirsuch Revolving Commitments, which shall be equated to interest rate based on a four-year life to maturity, or if it does so exceed the sum of such Applicable Margin and such fees, such Applicable Margin for the Revolving Loans made pursuant to the Revolving Commitments, shall be increased so that the interest rate margin in respect of such Incremental Revolving Loans that is in effect on the Increased Amount Date (giving effect to any OID issued or such upfront fees paid to all of the Incremental Lenders in connection therewith as set forth above) is no greater than the sum of (x) the Applicable Margin for the Revolving Loans made pursuant to the Revolving Commitments that is in effect on the Increased Amount Date, and (y) the OID or the upfront fees paid to all of the Lenders in respect of theirsuch Revolving Commitments,
(vi) except for any Incremental Tranche A Term Loans, each if the final maturity date of suchany Incremental Term Loans is not at least one year later than the Final Term Loan Maturity Date, the interest rate margin in respect of such Incremental Term Loans (after giving effect to OID or upfront fees paid to all of the conditions Incremental Term Loan Lenders in connection therewith but excluding any customary arrangement, commitment or other similar fees payable to one or more arrangers (or their affiliates) in connection therewith) (with fees and OID being equated to interest rate in the manner set forth above)) shall not exceed by more than 50 basis points the sum of (x) the Applicable Margin for the Term Loans (other than the Incremental Tranche A Term Loans) that is in effect on the Increased Amount Date, and (y) the upfront fees paid to all of the Lenders in respect of their Term Loans (other than the Incremental Tranche A Term Loans), which shall be equated to interest rate based on a four-year life to maturity, or if it does so exceed by more than 50 basis points the sum of such Applicable Margin and such fees, such Applicable Margin for the Term Loans shall be increased so that the interest rate margin in respect of such Incremental Term Loan (giving effect to any OID issued or such upfront fees paid to all of the Incremental Term Loan Lenders in connection therewith as set forth above) is no greater than the sum of (x) the Applicable Margin for the Term Loans, (y) the (other than the Incremental Tranche A Term Loans) that is in effect on the Increased Amount Date, (y) the OID or upfront fees paid to all of the Lenders in respect of their Term Loans (other than the Incremental Tranche A Term Loans) and (z) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
(▇▇▇) if the final maturity date of suchany Incremental Synthetic L/C Facility is not at least one year later than the Final Term Loan Maturity Date, the interest rate margin in respect of such Incremental Synthetic L/C Facility (after giving effect to OID or upfront fees paid to all of the Lenders participating in such Incremental Synthetic L/C Facility in connection therewith but excluding any customary arrangement, commitment or other similar fees payable to one or more arrangers (or their affiliates) in connection therewith)(with fees and OID being equated to interest rate in the manner set forth above)) shall not exceed by more than 50 basis points the sum of (x) the Applicable Margin for the Term Loans, and (y) the upfront fees paid to all of the Lenders in respect of their Term Loans, which shall be equated to interest rate based on a four-year life to maturity, or if it does so exceed by more than 50 basis points the sum of such Applicable Margin and such fees, such Applicable Margin for the Term Loans shall be increased so that the interest rate margin in respect of such Incremental Synthetic L/C Facility (giving effect to any OID issued or such upfront fees paid to all of the Incremental Synthetic L/C Lenders in connection therewith as set forth above) is no greater than the sum of (x) the Applicable Margin for the Term Loans that is in effect on the Increased Amount Date, (y) the upfront fees paid to all of the Lenders in respect of their Term Loans and (z) 50 basis points; provided, further, that the interest margin in respect of such Incremental Synthetic L/C Facility may be increased by an additional 200 basis points in the form of an additional OID or upfront fees if reasonably necessary after increasing the Applicable Margin for the Term Loans as set forth in Section 3.2(a)(iiithis clause (vii), and
(viii) shall be satisfied; provided that in the case of New Increment Revolving Commitments, the Incremental Term Loan Commitments or New Term Loan the Incremental Synthetic L/C Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth effected, in Sections 4.1each case, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements incremental commitment agreements in a form reasonably acceptable to the Administrative Agent (each, a “Incremental Commitment Agreement”) executed and delivered by the Borrower, the New applicable Incremental Revolving Lender, the Incremental Term Loan Lender or New Term Loan the Incremental Synthetic L/C Lender and the Administrative Agent pursuant to which the applicable Incremental Revolving Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Incremental Term Loan Lender shall or Incremental Synthetic L/C Lender agrees to be subject bound to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, terms of this Agreement as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transactiona Lender. Any New Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) tranche of New Incremental Term Loans for all purposes of this Agreement. The proceeds , and the provisions of the New Revolving Loan Commitments clauses (vi) and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments (vii) above shall be not used to prepay any Subordinated Debt. determined separately for each tranche of Term Loans.
(c) On any Increased Amount Date on which New Incremental Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (aax) each of the Lenders with Revolving Lenders Commitments being increased shall assign to each of the New Person with an Incremental Revolving Loan LendersCommitment (each, an “Incremental Revolving Lender”) and each of the New Incremental Revolving Loan Lenders shall purchase from each of the Lenders with Revolving LendersCommitments, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such the Revolving Loans will be held by existing Revolving Lenders and New Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Incremental Revolving Loan Commitments to the Revolving Commitments, (bby) each New Incremental Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a an “New Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (ccz) each New Incremental Revolving Loan Lender shall become a Lender with respect to the New Incremental Revolving Loan Commitment and all matters relating thereto. The terms and provisions of the Incremental Revolving Loans and Incremental Revolving Commitments shall be substantially identical to the Revolving Loans and the Revolving Commitments of the Revolving Facility.
(d) On any Increased Amount Date on which any New Incremental Term Loan Commitments of any Series are effectiveeffected, subject to the satisfaction of the foregoing terms and conditions, (i) each New Person with an Incremental Term Loan Lender of any Series Commitment (each, an “Incremental Term Loan Lender”) shall make a Loan to the Borrower (a an “New Incremental Term Loan”) in an amount equal to its New Incremental Term Loan Commitment of such SeriesCommitment, and (ii) each New Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Incremental Term Loan Commitment of such Series and the New Incremental Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each .
(e) On any Increased Amount Date on which any Incremental Synthetic L/C Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Person with an Incremental Synthetic L/C Commitment (each, an “Incremental Synthetic L/C Lender”; together with Incremental Revolving Lenders and Incremental Term Loan Lenders, the “Incremental Lenders”) shall make a deposit in a credit linked deposit account in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicableIncremental Synthetic L/C Facility (an “Incremental Synthetic Deposit”) in an amount equal to its Incremental Synthetic L/C Commitment, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series Incremental Synthetic L/C Lender shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation become a Lender hereunder with respect to the Initial Term Loans plus 0.50% per annum unless Incremental Synthetic L/C Commitment and the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and Incremental Synthetic Deposits made pursuant thereto.
(ivf) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Incremental Commitment Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent Agent, to effect the provision provisions of this Section 2.242.23. Notwithstanding anything in this Agreement to the contrary, (i) the references to the Term Loans in this Section 2.23 shall be deemed to include the Replacement Term Loans and (ii) the references to the Revolving Commitments or the Revolving Loans in this Section 2.23 shall be deemed to include the Extended Revolving Commitments or the Extended Revolving Loans, as applicable.
Appears in 1 contract
Incremental Facilities. Borrower may (a) The Borrower may, by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans or increases in Term Loans of any Class (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (iiCommitments”) the by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of $1,000,000 in excess any Indebtedness under this Section 2.14, at the request of that amount. Each such notice the Administrative Agent, the Borrower shall specify provide to the date (each, an “Increased Amount Date”) on which Borrower proposes Administrative Agent a certificate certifying that the New Revolving Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. The Borrower may approach any Lender or any Person (other than a natural Person) to provide all or a portion of the New Term Loan Commitments, as subject, if applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented proviso to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicableSection 2.14(b); provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that be subject to (1i) no Default or Event of Default (except in connection with an acquisition or investment (including any Permitted Acquisition or Investment), no Event of Default under Section 11.1 or Section 11.5) shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Borrower and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e5.4(e); , and (4iii) the Borrower shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower . No Lender shall deliver or cause have any obligation to be delivered provide any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transactionCommitments pursuant to this Section 2.14(a). Any New Term Loans made on an Increased Amount Date shall shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. The proceeds On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of the New Additional Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower Credit Loans for working capital and general corporate all purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Agreement.
(b) Incremental Revolving Loan Commitments and New Term Loan Credit Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing following terms and conditions, (a) with respect to New Revolving Credit Commitments, each of the Lenders with Revolving Lenders Credit Commitments of such Class shall assign to each of the Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lenders, Lender”) and each of the New new Revolving Loan Lenders shall purchase from each of the Revolving LendersLenders with revolving Credit Commitments of such Class, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans of such Revolving Loans Class will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of such Class after giving effect to the addition of such New new Revolving Loan Credit Commitments to the Revolving Credit Commitments, and (b) with respect to Incremental Revolving Credit Commitments, (bi) each New Incremental Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and and, each Loan made thereunder under a New Revolving Credit Commitment (a “New Revolving Credit Loan”) and each Loan made under an Additional Revolving Credit Commitment (an “Additional Revolving Credit Loan” and, together with new Revolving Credit Loans, the “Incremental Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Loan Loans and (cii) each New Revolving Loan Lender and each Lender with an Additional Revolving Credit Commitment (each, an “Additional Revolving Loan Lender” and, together with the New Revolving Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Lender with respect to the New Revolving Loan Credit Commitment and all matters relating thereto. On any Increased Amount Date on which any ; provided that the Administrative Agent and the Letter of Credit Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to the extent such consent, if any, would be required under Section 13.6(b) for an assignment of Revolving Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Loan Lender.
(c) New Term Loan Commitments of any Series are effective, shall be subject to the satisfaction of the foregoing and following terms and conditions, (i) each Lender with a New Term Loan Lender Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental Loans”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof .
(yd) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as on terms and documentation set forth herein or in the applicable Joinder Agreement. In any event Agreement as determined by the Borrower; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Tranche B Term Loan Maturity Date; (ii) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving then existing Tranche B-1 Term Loans or Tranche B-3 Term Loans as calculated without giving effect to any prepayments made in connection with the Initial Tranche B-1 Term Loans or Tranche B-3 Term Loans; (iii) the pricing, interest rate margins, discounts, premiums, rate floors, fees, and, subject to clauses (i) and (ii) above, amortization schedule applicable to any New Term Loans shall be determined by the Borrower and the Lenders thereunder; provided that only during the period commencing on the Closing Date and ending on the thirty month anniversary of the Closing Date, if the Effective Yield for LIBOR Loans or ABR Loans in respect of such New Term Loans consisting of Term Loans that are secured by the Collateral on a pari passu basis with the Tranche B-1 Term Loans and the Tranche B-3 Term Loans (whichever other than any New Term Loans incurred in connection with a Permitted Acquisition or other Permitted Investment) exceeds the Effective Yield for LIBOR Loans or ABR Loans in respect of the then existing Tranche B-1 Term Loans or Tranche B-3 Term Loans of like currency by more than 0.50%, the Applicable Margin for LIBOR Loans or ABR Loans in respect of the then existing Tranche B-1 Term Loans shall be adjusted so that the Effective Yield in respect of the then existing Tranche B-1 Term Loans or Tranche B-3 Term Loans, as applicable, is longestequal to the Effective Yield for LIBOR Loans or ABR Loans in respect of the New Term Loans minus 0.50% (the terms of this proviso to this clause (iii), the “MFN Protection”); and (iv) to the extent such terms and documentation are not consistent with the then existing Tranche B-1 Term Loans or Tranche B-3 Term Loans (except to the extent permitted by clause (i), (ii) or (iii) above), they shall be reasonably satisfactory to the Administrative Agent (it being understood that, (1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Term Loans remaining outstanding after the issuance or incurrence of such Indebtedness or (2) no consent shall be required by the Administrative Agent or any of the Lenders if any covenants or other provisions are only applicable after the Latest Term Loan Maturity Date);.
(e) Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Initial Revolving Credit Commitments and the related Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(i) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank equal in right of each Series shall be no shorter than the latest payment and of the final maturity of security with the Revolving Credit Loans and the Term Loans, ,
(ii) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Initial Revolving Credit Commitments and related Revolving Credit Loans at the time of incurrence of such Incremental Revolving Credit Commitments,
(iii) the Weighted Average Yield applicable to borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the maturity date of such calculation the Incremental Revolving Credit Commitments, and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (v) below)) of Loans with respect to Incremental Revolving Credit Commitments after the Initial Term Loans plus 0.50% per annum unless the interest rate associated Increased Amount Date shall be made on a pro rata basis with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect Revolving Credit Commitments on such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.Increased Amount Date,
Appears in 1 contract
Sources: Joinder Agreement and Amendment No. 6 (BrightSpring Health Services, Inc.)
Incremental Facilities. The Parent Borrower may (a) by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans (including on a delayed draw basis) (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (ii) the Commitments”), by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 (or the Dollar Equivalent thereof) individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date on which the Parent Borrower proposes that the New Loan Commitments shall be effective (eachthe effective date, an the “Increased Amount Date”), the Borrowers (including by appointing a Guarantor (other than Holdings) on as a “Borrower”, subject to customary “know your customer” and equivalent procedures and compliance with Section 1.13 (which Borrower proposes that the New Revolving Loan Commitments or shall be deemed to apply to New Term Loan Commitments, as applicablemutatis mutandis)) to which such New Loan Commitments will be available and the currency in which such New Loan Commitments will be borrowed. Subject to Section 1.11(c), in connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Parent Borrower shall provide to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be effective, which in reasonable detail and shall be a date not less than 10 Business Days after provide the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agentcalculations and basis therefor. Borrower The Borrowers may invite approach any Lender or any Person (other Person that is an Eligible Assignee (each, than a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicablenatural Person) to provide all or a portion of the New Revolving Loan Commitment or New Term Loan Commitment, as applicableCommitments; provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such In each case, such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such the applicable Increased Amount Date; provided that (1i) (A) subject to Section 1.11(c), no Default or Event of Default under Section 11.1 or Section 11.5 (solely with respect to a Borrower) shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses applicable and (a), (fB) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth condition in Section 3.2(a)(iii7.1(b) shall be satisfied; provided satisfied (it being understood that all references to “the date of such Credit Event” or similar language in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) such Section 7.1 shall be limited only deemed to representations set forth refer to the applicable date determined in Sections 4.1accordance with Section 1.11(c)); provided, 4.2further, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by that the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, lenders providing such New Revolving Loan Commitments or New Term Loans Commitmentsmay modify and/or waive the requirement regarding the condition in Section 7.1(b) for all purposes hereunder, as applicable; (3ii) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Parent Borrower and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e5.4(e); , (4iii) Borrower the New Loan Commitments (x) shall not be incurred or guaranteed by any Subsidiary other than any Credit Party and (y) if secured, shall not be secured by any assets other than the Collateral and (iv) the Borrowers shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the New Revolving Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments or pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Parent Borrower and agreed to by Lenders providing such New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. The proceeds On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of the New Additional Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower Credit Loans for working capital and general corporate all purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated DebtAgreement. On any Increased Amount Date on which New Incremental Revolving Loan Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) with respect to New Revolving Credit Commitments, each of the Lenders with Revolving Lenders Credit Commitments of such Class shall assign to each of the Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lenders, Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving LendersCredit Commitments of such Class, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans of such Revolving Loans Class will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of such Class after giving effect to the addition of such New Revolving Loan Credit Commitments to the Revolving Credit Commitments, and (b) with respect to Incremental Revolving Credit Commitments, (bi) each New Incremental Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and and, each Loan made thereunder under a New Revolving Credit Commitment (a “New Revolving Credit Loan”) and each Loan made under an Additional Revolving Credit Commitment (an “Additional Revolving Credit Loan” and, together with New Revolving Credit Loans, the “Incremental Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Loan Credit Loans and (cii) each New Revolving Loan Lender and each Lender with an Additional Revolving Credit Commitment (together with the New Revolving Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Lender with respect to the New Revolving Loan Credit Commitment and all matters relating thereto; provided that the Administrative Agent and the Letter of Credit Issuer shall have consented (not to be unreasonably withheld, delayed or conditioned) to such Lender’s or Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to the extent such consent, if any, would be required under Section 13.6(a) for an assignment of Revolving Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Loan Lender. On any Increased Amount Date or after the date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Lender Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to Borrower the Borrowers, as specified in the applicable Notice of Borrowing, (a “New Term Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental Loans”) in an amount equal up to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as on terms and documentation set forth herein or in the applicable Joinder Agreement. In any event Agreement as determined by the Parent Borrower; provided that (i) subject to the Inside Maturity Exceptions, the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date (as in effect at the time of such incurrence or obtaining of a commitment with respect thereto); (ii) subject to the Inside Maturity Exceptions, the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the remaining weighted average life to maturity of the Revolving then existing Initial Term Loans (or the then existing Amendment No. 3 Term Loans (excluding the effects of any amortization of such New Term Loans in an amount no greater than 1.00% per annum and calculated without giving effect to prepayments of the Term Loans) (as in effect at the time of such incurrence or obtaining of a commitment with respect thereto), (iii) the mandatory prepayments of the New Term Loans shall be made on a pro rata basis (or less than pro rata basis) with all other Initial Term Loans and Amendment No. 3 Term Loans in the case of mandatory prepayments applicable to the Initial Term Loans, or the Amendment No. 3 Term Loans, as applicable, (iv) the pricing, interest rate margins, discounts, premiums, rate floors, fees, and amortization schedule applicable to any New Term Loans shall be determined by the Borrower(s) and the Lenders thereunder; provided that in the case of broadly syndicated term loan “B” Dollar-denominated New Term Loans that are pari passu in right of payment and security with the then existing Initial Term Loans, if the Effective Yield for Term SOFR Loans in respect of such New Term Loans exceeds the Effective Yield for Term SOFR Loans in respect of the then existing Initial Term Loans by more than 0.75%, the Applicable Margin for Term SOFR Loans in respect of the then existing Initial Term Loans shall be adjusted so that the Effective Yield in respect of the then existing Initial Term Loans is equal to the Effective Yield for Term SOFR Loans in respect of the New Term Loans minus 0.75% (this proviso, the “MFN Provision”) (provided, that to the extent such increase in Effective Yield is the result of a higher floor with respect to such New Term Loans, the increase in Effective Yield for the existing Initial Term Loans shall take the form of an increase in the Floor for such Initial Term Loans to the extent of the Effective Yield differential); provided, further, that the MFN Provision shall not apply to (1) New Term Loans incurred on or after the date that is 6 months after the Closing Date, (2) New Term Loans scheduled to mature on or after the date that is one year after the Initial Term Loan Maturity Date, (3) any New Term Loans originally incurred in reliance upon the Shared Incremental Amount or the Prepayment and Extension Amount, (4) any New Term Loans incurred in connection with a Permitted Acquisition or other permitted Investment or to refinance Indebtedness incurred in connection with a Permitted Acquisition or other permitted Investment, (5) any New Term Loans having an aggregate principal amount not exceeding the greater of $191,000,000 and 100% of Consolidated EBITDA as of the last day of the most recently ended Test Period, as selected by the Parent Borrower and (6) any New Term Loans that constitutes a bridge facility (clauses (1), (2), (3), (4), (5) and (6), collectively, the “MFN Exceptions”); and (v) to the extent such terms and documentation are materially more favorable to the New Term Loan Lenders than the terms of the existing Initial Term Loans or the existing Amendment No. 3 Term Loans (except to the extent permitted (or, for the avoidance of doubt, not prohibited) by clause (i), (ii), (iii) or (iv) above), they shall be either (A) reasonably satisfactory to the Administrative Agent (provided that no consent shall be required by the Administrative Agent or any of the Lenders if any covenants or other provisions are only applicable after the Initial Term Loan Maturity Date or if such covenants or other provisions are added for the benefit of the Initial Term Loans (whichever is longestor the Amendment No. 3 Term Loans, as applicable), (iiB) then-current market terms (as determined by the Borrower in good faith at the time of incurrence or issuance (or the obtaining of a commitment with respect thereto)) for the applicable type of Indebtedness or (C) applicable only to periods after the Initial Term Loan Maturity Date. Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Initial Revolving Credit Commitments and the related Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right of each Series shall be no shorter than the latest payment and of the final maturity of security with the Revolving Credit Loans and the Term Loans, any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Initial Revolving Credit Commitments and related Revolving Credit Loans at the time of incurrence of such Incremental Revolving Credit Commitments, the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments, and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (v) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date, subject to Section 3.12 to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments of the same Series in accordance with their percentage of such Revolving Credit Commitments on the applicable Increased Amount Date (and except as provided in Section 3.12, without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued in respect of such Series), the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the applicable Increased Amount Date, any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to such Increased Amount Date, and the pricing, fees, maturity and other terms and provisions (other than with respect to matters contemplated by clauses (i), (ii), (iii), (iv), (v), (vi) the Weighted Average Yield applicable to the New Term Loans and (vii) of each Series this Section 2.14(e), which shall be as set forth above) of the Additional Revolving Credit Loans may be different and shall be either (A) determined by the Parent Borrower and the applicable new Lenders thereunder so long as the final maturity date and shall be set forth in each applicable Joinder Agreement; providedthe weighted average maturity of any Additional Revolving Credit Loans and Additional Revolving Credit Commitments, howeveras applicable, the Weighted Average Yield applicable to the New Term Loans shall not be greater than earlier than, or shorter than, as the applicable Weighted Average Yield payable pursuant to case may be, the terms of this Agreement maturity date or the weighted average life, as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitmentsapplicable, if not consistent with the terms of the Initial Term Revolving Credit Commitments and related Revolving Credit Loans or (B) consistent with market terms and conditions, taken as a whole, at the time of incurrence or effectiveness of such Additional Revolving Credit Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24[Reserved].
Appears in 1 contract
Incremental Facilities. The Borrower may (a) may, by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans or increases in Term Loans of any Class (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (iiCommitments”) the by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of $1,000,000 in excess any Indebtedness under this Section 2.14, at the request of that amount. Each such notice the Administrative Agent, the Borrower shall specify provide to the date (each, an “Increased Amount Date”) on which Borrower proposes Administrative Agent a certificate certifying that the New Revolving Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the definition of Maximum Incremental Facilities Amount. The Borrower may approach any Lender or any Person (other than a natural Person) to provide all or a portion of the New Term Loan Commitments, as subject, if applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented proviso to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicableSection 2.14(b); provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that be subject to (1i) no Default or Event of Default (except in connection with an acquisition or investment (including any Permitted Acquisition or Investment), no Event of Default under Section 11.1 or Section 11.5) shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Borrower and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e5.4(e); , and (4iii) the Borrower shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower . No Lender shall deliver or cause have any obligation to be delivered provide any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transactionCommitments pursuant to this Section 2.14(a). Any New Term Loans made on an Increased Amount Date shall shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed as part of a Series of existing Term Loans for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating theretoof this Agreement. On any and after the Increased Amount Date on which any New Term Loan Commitments of any Series are effectiveDate, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Additional Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Credit Loans shall be identical to the designated a separate Series of Additional Revolving Loans. The terms and provisions of the New Term Credit Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of for all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms purposes of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24Agreement.
Appears in 1 contract
Sources: Joinder Agreement and Amendment No. 6 (BrightSpring Health Services, Inc.)
Incremental Facilities. Borrower may (a) Any Borrower (including any Additional Borrower) or any other Guarantor may by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans or increases in Term Loans of any Class (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (ii) the Commitments”), by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples which may be incurred in Dollars, Euros or Sterling. In connection with the incurrence of $1,000,000 in excess any Indebtedness under this Section 2.14, at the request of that amount. Each such notice the Administrative Agent, the Borrowers shall specify provide to the date (each, an “Increased Amount Date”) on which Borrower proposes Administrative Agent a certificate certifying that the New Revolving Loan Commitments or New Term Loan Commitmentsdo not exceed the Maximum Incremental Facilities Amount, as applicable, which certificate shall be effectivein reasonable detail and shall provide the calculations and basis therefor and, which shall be a date not less than 10 Business Days after subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the date on which such notice is delivered to the Term Administrative Agent or such shorter period definition of time as consented to by the Term Administrative Agent“Maximum Incremental Facilities Amount”. Borrower The Borrowers may invite approach any Lender or any Person (other Person that is an Eligible Assignee (each, than a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicablenatural Person) to provide all or a portion of the New Revolving Loan Commitment or New Term Loan Commitment, as applicableCommitments; provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such Subject to Section 1.12 in each case, such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that be subject to (1i) no Default or Event of Default under Section 11.1 or Section 11.5 (with respect to the Borrowers) shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Borrowers and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e5.4(e); , and (4iii) Borrower the Borrowers shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the New Revolving Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments or pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrowers and agreed to by Lenders providing such New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. The proceeds On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Revolving Credit Loans for all purposes of this Agreement. Notwithstanding anything else to the contrary in this Section 2.14 or otherwise in this Agreement, any Incremental Loans may be incurred by any Borrower(s) and/or any other Credit Party at the option of the New Borrowers.
(b) Incremental Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Credit Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing following terms and conditions, (a) with respect to New Revolving Credit Commitments, each of the Lenders with Revolving Lenders Credit Commitments of such Class shall assign to each of the Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lenders, Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving LendersCredit Commitments of such Class, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans of such Revolving Loans Class will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of such Class after giving effect to the addition of such New Revolving Loan Credit Commitments to the Revolving Credit Commitments, and (b) with respect to Incremental Revolving Credit Commitments, (bi) each New Incremental Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and and, each Loan made thereunder under a New Revolving Credit Commitment (a “New Revolving Credit Loan”) and each Loan made under an Additional Revolving Credit Commitment (an “Additional Revolving Credit Loan” and, together with New Revolving Credit Loans, the “Incremental Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Loan Credit Loans and (cii) each New Revolving Loan Lender and each Lender with an Additional Revolving Credit Commitment (each an “Additional Revolving Loan Lender” and, together with the New Revolving Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Lender with respect to the New Revolving Loan Credit Commitment and all matters relating thereto. On any Increased Amount Date on which any ; provided that the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to the extent such consent, if any, would be required under Section 13.6(b) for an assignment of Revolving Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Loan Lender.
(c) New Term Loan Commitments of any Series are effective, shall be subject to the satisfaction of the foregoing following terms and conditions, (i) each Lender with a New Term Loan Lender Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to Borrower the Borrowers (a “New Term Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental Loans”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof .
(yd) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as on terms and documentation set forth herein or in the applicable Joinder Agreement. In any event Agreement as determined by the Borrowers; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Tranche B-7 Term Loan Maturity Date; (ii) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the remaining weighted average life to maturity of the Revolving Loans or the Initial then existing Tranche B-7 Term Loans (whichever provided that the foregoing clauses (i) and (ii) shall not apply to (A) up to the greater of (x) $1,100,000,000 and (y) 100% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in New Term Loans as selected by the Borrowers, (B) customary bridge loans (including 364-day bridge loans); provided, that either (x) the terms of such bridge loans provide for automatic extension of the maturity date thereof to a date that is longestnot earlier than the Tranche B-7 Term Loan Maturity Date or (y) any loans, notes, securities or other Indebtedness (other than revolving loans) which are exchanged for or otherwise replace such bridge loans shall be subject to the requirements of clauses (i) and (ii), (C) customary term A loans and (D) Indebtedness issued subject to customary escrow arrangements that have redemption requirements related to such escrow release (so long as subject to such escrow)), (iii) the pricing, interest rate margins, discounts, premiums, rate floors, fees, and amortization schedule applicable to any New Term Loans shall be determined by the Borrowers and the Lenders thereunder; provided, that except with respect to (A) up to the greater of (x) $1,100,000,000 and (y) 100% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) of New Term Loans (as selected by the Borrowers), (B) customary term A loans, (C) customary bridge loans (including 364-day bridge loans) (provided that any loans, notes, securities or other Indebtedness (other than revolving loans) which are exchanged for or otherwise replace such bridge loans shall be subject to the requirements of this clause (iii)) and (D) New Term Loans incurred in connection with a Permitted Acquisition or other Permitted Investment, with respect to any such non-excepted New Term Loans in the form of a broadly syndicated U.S. dollar denominated term “B” loan that is secured on a pari passu basis with the Tranche B-5 Term Loans incurred pursuant to clause (i)(a) of the definition of “Maximum Incremental Facilities Amount” that matures earlier than one year after the Tranche B-5 Term Loan Maturity Date, only during the period commencing on the Amendment No. 6 Effective Date and ending on the date that is 12 months after the Amendment No. 6 Effective Date, if the Applicable Margin for SOFR Loans in respect of such New Term Loans exceeds the Applicable Margin for SOFR Loans in respect of the then existing Tranche B-5 Term Loans by more than 0.75%, the Applicable Margin for SOFR Loans in respect of the then existing Tranche B-5 Term Loans shall be adjusted so that the Applicable Margin in respect of the then existing Tranche B-5 Term Loans that are SOFR Loans is equal to the Applicable Margin for SOFR Loans in respect of such New Term Loans minus 0.75% (the “Tranche B-5 MFN Protection”), (iv) to the extent such terms and documentation are not consistent with the then existing Tranche B-5 Term Loans (except to the extent permitted by clause (i), (ii) or (iii) above), they shall either (x) reflect market terms and conditions (as determined by the Borrowers in good faith) at the time of incurrence or issuance of New Term Loans (or the obtaining of a commitment with respect thereto) or (y) be reasonably satisfactory to the Administrative Agent (it being understood that, (1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness or (2) no consent shall be required by the Administrative Agent or any of the Lenders if any covenants or other provisions are only applicable after the then-Latest Term Loan Maturity Date), (v) any New Term Loans may provide for the ability to participate (A) on a pro rata basis or non-pro rata basis in any voluntary prepayment of Term Loans made pursuant to Section 5.1 and (B) on a pro rata or less than pro rata basis (but not on a greater than pro rata basis, other than in the case of prepayment with proceeds of Indebtedness refinancing such New Term Loans) in any mandatory prepayment of Term Loans required pursuant to Section 5.2, (vi) New Term Loans may not be guaranteed by any Person which is not a Credit Party and (vii) if secured, any New Term Loans may not be secured by assets that do not constitute Collateral. For the avoidance of doubt, all parties to this Agreement hereby agree that the proviso to clause (iii) of this paragraph (d) does not apply with respect to any Tranche B-2 Term Loans and/or Tranche B-4 Term Loans (all of which such “MFN” protections have expired prior to the Amendment No. 6 Effective Date) and/or any Tranche B-6 Term Loans (all of which such “MFN” protection (if any) has expired and/or not been set and/or not been renewed) and/or any Tranche B-7 Term Loans (all of which such “MFN” protection (if any) has expired and/or not been set and/or not been renewed) and/or any Tranche B-8 Term Loans (all of which such “MFN” protection (if any) has expired and/or not been set and/or not been renewed).
(e) Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Initial Revolving Credit Commitments and the related Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(i) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank equal in right of each Series shall be no shorter than the latest payment and of the final maturity of security with the Revolving Credit Loans and the Term Loans, ,
(ii) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Initial Revolving Credit Commitments and related Revolving Credit Loans at the time of incurrence of such Incremental Revolving Credit Commitments,
(iii) the Weighted Average Yield borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments, and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (v) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date,
(iv) subject to the provisions of Section 2.1(e) and Section 3.12 to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments of the same Series in accordance with their percentage of such Revolving Credit Commitments on the applicable Increased Amount Date (and except as provided in Section 2.1(e) and Section 3.12, without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued in respect of such Series),
(v) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(vi) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the New Term applicable Increased Amount Date,
(vii) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to such Increased Amount Date, and
(viii) the pricing, fees, maturity and other immaterial terms of the Additional Revolving Credit Loans of each Series may be different and shall be determined by Borrower the Borrowers and the applicable new Lenders thereunder so long as the final maturity date and shall be set forth in each applicable Joinder Agreement; providedthe weighted average maturity of any Additional Revolving Credit Loans and Additional Revolving Credit Commitments, howeveras applicable, the Weighted Average Yield applicable to the New Term Loans shall not be greater than earlier than, or shorter than, as the applicable Weighted Average Yield payable pursuant to case may be, the terms of this Agreement maturity date or the remaining weighted average life, as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitmentsapplicable, if not consistent with the terms of the Initial Term Revolving Credit Commitments and related Revolving Credit Loans, as applicable must be reasonably acceptable .
(ix) to the Term Administrative Agent. Each Joinder Agreement may, without extent that any financial maintenance covenant is added for the consent benefit of any other Lenderssuch Indebtedness, effect such amendments to this Agreement and no consent shall be required by the other Credit Documents as may be necessary Administrative Agent or appropriate, in the opinion any of the applicable Administrative Agent to effect the provision of this Section 2.24.Lend
Appears in 1 contract
Sources: Credit Agreement (GoDaddy Inc.)
Incremental Facilities. Borrower may (a) The Borrowers or any Guarantor or, solely in the case of a New Term Loan Facility denominated in an Alternative Currency, any Restricted Subsidiary that is organized in a jurisdiction that is acceptable to the Administrative Agent (any such Guarantor or Restricted Subsidiary for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may, by written notice from Borrower to Revolving Facility the Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new tranches of term loan commitments facilities denominated in Dollars, an Alternative Currency or any other currency agreed to by the applicable Borrower, the Administrative Agent and the Lenders providing such New Term Loan Facility (the each, a “New Term Loan CommitmentsFacility”) and/or increase the principal amount of the Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (together with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or request the establishment of one or more new tranches of Revolving Credit Commitments (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing Lender will have an obligation to make any Incremental Facility, nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Facility, in an aggregate principal amount not in excess of the sum of (x) the greater of (i) $460,000,000 (or a principal amount equal to the New Term Loan Commitments Dollar Equivalent of $460,000,000) and the New Revolving Loan Commitments plus (ii) 100% of Consolidated EBITDA as of the aggregate principal last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding, less any amount of Debt Incurred Indebtedness incurred pursuant to Sections 6.1(b)(xxiiiclause (x)(i) of Section 8.02(p) and (xxivy) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount if, after giving effect to the incurrence of New Term Loan Commitments and/or such amount, (i) in case of Incremental Facilities that are secured on a pari passu basis with the New Revolving Loan Commitments so long as Obligations, the First Lien Net Leverage Ratio is no more less than 4.25:1.00 as or equal to 3.50 to 1.00 on a Pro Forma Basis, (ii) in case of Incremental Facilities that are secured on a junior basis to the last day Obligations, the Senior Secured Net Leverage Ratio is less than or equal to 5.00 to 1.00 on a Pro Forma Basis and (iii) in case of Incremental Facilities that are unsecured, the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect Fixed Charge Coverage Ratio is greater than or equal to any such incurrence 2.00 to 1.00 on a Pro Forma Basis (and excluding in each case, assuming (A) the proceeds Indebtedness being incurred as of any New Revolving Loans and/or New Term Loans from Unrestricted Cash such date of determination would be included in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 andIndebtedness, in the case of unsecured whether or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming not such debt is Consolidated First Lien Secured Debt), Indebtedness would otherwise be included and (B) any Incremental Revolving Credit Facilities are fully drawn) and, in each caseinstance, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum for an amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 (or a principal amount equal to the Dollar Equivalent of $5,000,000) individually (or such lesser amount which shall be approved by the Administrative Agent); provided that Incremental Facilities (1) shall be incurred pursuant to clause (y) above prior to utilization of any capacity pursuant to clause (x) above, (2) amounts incurred in reliance on clause (x) above concurrently with amounts incurred in reliance on clause (y) above shall not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, for purposes of calculating any amounts that may be incurred pursuant to clause (y) above on the same day and (3) if all or any portion of any Incremental Facility was originally incurred or issued in reliance on clause (x) above and thereafter such amount could have been incurred pursuant to clause (y) above, such amount of such Incremental Facility shall be reclassified, as the applicable Administrative Agent Borrower may elect from time to time, as having been incurred pursuant to clause (y) above and thereafter shall not count as utilization of clause (x) above; provided, further, that, notwithstanding the foregoing or anything to the contrary set forth herein, (1) Incremental Term Loans may be incurred without regard to any of the foregoing limits to the extent that the Net Cash Proceeds of such lesser amount Incremental Term Loans are used on or about the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on a dollar-for-dollar basis, and any such Incremental Term Loans (the “Refinancing Incremental Term Loans”) shall be deemed to have been incurred pursuant to this proviso, and (2) New Revolving Credit Facilities may be incurred without regard to the foregoing limits to the extent that shall constitute the difference between $5,000,000 and all such New Revolving Loan Credit Facilities are used on or about the date of incurrence to refinance and permanently reduce Revolving Credit Commitments and New Term Loan Commitments obtained prior to such date)of any Tranche selected by Borrower on a dollar-for-dollar basis, and integral multiples of $1,000,000 in excess of that amountany such Revolving Credit Commitments thereunder (the “Refinancing Incremental Revolving Credit Commitments”) shall be deemed to have been incurred pursuant to this proviso. Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, applicable Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent (or such shorter period of time as consented otherwise agreed to by the Term Administrative Agent. Borrower may invite any Agent in its sole discretion), (ii) the identity of each Lender or Affiliate or other Person that is consented to by the Administrative Agent (which consent shall not be unreasonably withheld) and by the L/C Issuer to the extent such consent, if any, would be required under Section 11.06 for an Eligible Assignee assignment of Loans or Revolving Credit Commitments (eachany such Affiliate or other Person, a “New Revolving Loan Lender” or “New Term Loan Incremental Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that whom the Borrowers propose any Lender approached to provide all or a portion of such Incremental Facility be allocated and the New amounts of such allocations and (iii) whether such Incremental Facility is to be an Incremental Term Facility or Incremental Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan CommitmentCredit Facility. Such New Revolving Loan Commitments or New Term Loan Commitments Incremental Facility shall become effective as of such Increased Amount Date; provided that (1A) no Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments Incremental Facility (except that, with respect to this clause (A), solely to the extent the proceeds of such Incremental Facility are being or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is will be used to finance a Permitted Acquisition or other similar InvestmentLimited Condition Transaction and if agreed to by the lenders providing such Incremental Facility, such condition shall be that no Event of Default pursuant to clauses (aunder Section 9.01(a), (f) or (g) of Section 8.1 hereunder shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitmentsexist), as applicable; (2B) both before and after giving effect to the making of any Series of New Term Loanssuch Incremental Facility, each of the conditions set forth in Section 3.2(a)(iii) 5.02 shall be satisfied; provided that satisfied and all fees and expenses owing in respect of such increase to the case Administrative Agent and the Lenders have been paid (except, solely to the extent the proceeds of New Revolving Loan Commitments such Incremental Facility are being or New Term Loan Commitments the purpose of which is will be used to finance a Permitted Acquisition or other similar Investment, the representations Limited Condition Transaction and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, lenders providing such New Revolving Loan Commitments Incremental Facility, (x) with respect to Section 5.02(a), such Incremental Facility shall only be subject to customary “funds certain provisions” and (y) with respect to Section 5.02(b), such condition shall be that no Event of Default under Section 9.01(a), (f) or New Term Loans Commitments, as applicable(g) hereunder shall exist); (3C) the any Incremental Facility provided by any New Revolving Loan Commitments or New Term Loan Commitments, as applicable, Incremental Lender shall be effected pursuant to one or more Joinder Agreements joinder agreement (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent and executed and delivered by a Borrower (or Additional Borrower, if applicable) and the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicableRegister; and (5D) Borrower the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, .
(b) The creation or provision of any Incremental Facility or Incremental Loan (and, in connection therewith, any amendment to the terms of this Agreement that is necessary or appropriate to implement the provisions thereof or that is favorable to the then-existing Lenders, in each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”case, as reasonably determined by the Administrative Agent in its sole discretion) shall be deemed, for not require the approval of any existing Lender other than any existing Lender providing all purposes, a Revolving Loan and or part of any Incremental Commitment.
(c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the any New Revolving Loans Credit Facility (other than pricing, maturity and fees) shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be be, except as otherwise set forth herein or in the applicable Joinder Agreement. In joinder agreement set forth in Section 2.14(a), substantially identical to the existing Revolving Credit Facility; provided that, (i) no New Revolving Credit Facility shall mature earlier than, or require any scheduled amortization or mandatory commitment reduction prior to, the Revolving Credit Maturity Date of any Tranche of Revolving Credit Loans (or, in the case of Refinancing Incremental Revolving Credit Commitments, the final maturity date of the Tranche of Revolving Credit Commitments that are being refinanced), (ii) any guarantor of any New Revolving Credit Facility shall also be a Guarantor; provided, that, in the event any New Revolving Credit Facility is incurred by a Foreign Subsidiary of ESI, such New Revolving Credit Facility shall be permitted to be guaranteed by persons that are not Guarantors so long as such New Term Loan Facility is subject to customary collateral allocation arrangements reasonably satisfactory to the Administrative Agent, (iii) if secured, such New Revolving Credit Facility shall not be secured by any assets that do not constitute Collateral and may not be secured pursuant to security documentation that is materially more restrictive, when taken as a whole, to the Loan Parties than the Loan Documents; provided, that, in the event any New Term Loan Facility is incurred by a Foreign Subsidiary of ESI, such New Term Loan Facility shall be permitted to be secured by assets in accordance with Section 7.12, which assets may or may not also secure the Obligations but which shall be subject to customary collateral allocation arrangements reasonably satisfactory to the Administrative Agent and (iv) each New Revolving Credit Facility shall rank pari passu or junior in right of payment and pari passu or junior with respect to security with the Obligations or may be unsecured (and to the extent subordinated in right of payment or security, shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent).
(d) The terms and provisions of any Incremental Term Loans shall be, if such Incremental Term Loans are not Tranche B-12 Term Loans, except as otherwise set forth herein or in the joinder agreement set forth in Section 2.14(a), substantially identical to the Tranche B-12 Term Loans, as applicable; provided that, except as otherwise set forth herein or in the joinder agreement set forth in clause (a), then (i) the weighted average life to maturity of all any New Term Loans of any Series Loan Facility shall be no shorter than the weighted average life to maturity of the Revolving Loans or Tranche B-12 Term Loans, (or, in the Initial case of any New Term Loans (whichever is longestthat are Refinancing Incremental Term Loans, the weighted average life to maturity of the Tranche of Term Loans that are being refinanced), (ii) the applicable Maturity Date of each Series final maturity date with respect to any New Term Loans shall be no shorter earlier than the latest maturity date of the Tranche B-12 Term Loans (or, in the case of any New Term Loans that are refinancing Incremental Term Loans, the final maturity date of the Revolving Tranche of Term Loans and the Term Loansthat are being refinanced), (iii) if the Weighted Average Yield applicable to the on any New Term Loans incurred no later than 126 months after the ClosingAmendment No. 8 Funding Date exceeds by more than 50 basis points (the amount of each Series shall be determined by Borrower and such excess above 50 basis points being referred to herein as the applicable new Lenders and shall be set forth “Yield Differential”) the Applicable Rate then in each applicable Joinder Agreement; providedeffect for any Tranche B-2 Term Loans, however, then the Weighted Average Yield applicable to the New Applicable Rate then in effect for Tranche B-2 Term Loans shall not automatically be greater than increased by the applicable Weighted Average Yield payable pursuant to Differential, effective upon the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms making of the New Term Loans (and if the margins on the New Term Loans are subject to a leveraged-based pricing grid, appropriate increases to the Applicable Rates for the Tranche B-2 Term Loans, consistent with the foregoing, shall be made) (this clause (iii), the “MFN Adjustment”), (iv) any guarantor of any New Term Loan CommitmentsFacility shall also be a Guarantor; provided, that, in the event any New Term Loan Facility is incurred by a Foreign Subsidiary of ESI, such New Term Loan Facility shall be permitted to be guaranteed by persons that are not Guarantors so long as such New Term Loan Facility is subject to customary collateral allocation arrangements reasonably satisfactory to the Administrative Agent, (v) if secured, such New Term Loan Facility shall not consistent be secured by any assets that do not constitute Collateral and may not be secured pursuant to security documentation that is more restrictive to the Loan Parties than the Loan Documents; provided, that, in the event any New Term Loan Facility is incurred by a Foreign Subsidiary of ESI, such New Term Loan Facility shall be permitted to be secured by assets in accordance with Section 7.12, which assets may or may not also secure the Obligations but which shall be subject to customary collateral allocation arrangements reasonably satisfactory to the Administrative Agent, (vi) each New Term Loan Facility shall rank pari passu or junior in right of payment and pari passu or junior with respect to security with the terms Obligations or may be unsecured (and to the extent subordinated in right of payment or security, shall be subject to intercreditor arrangements reasonably satisfactory to the Initial Administrative Agent) and (vii) any New Term Loans, Loan Facility may be denominated in Euros or Pounds Sterling so long as applicable must be reasonably (A) the borrower thereunder is a Restricted Subsidiary that is organized in a jurisdiction that is acceptable to the Administrative Agent and (B) such New Term Loan Facility is subject to guarantee, collateral and collateral allocation arrangements that are reasonably satisfactory to ESI and the Administrative Agent. Each Joinder Agreement joinder agreement referred to in Section 2.14(a) may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in as reasonably determined by the opinion of the applicable Administrative Agent in its sole discretion, to effect the provision of this Section 2.242.14.
(e) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Loans that are to be additional Tranche B-12 Term Loans or Initial Revolving Credit Loans, as applicable, and when originally made, are included in each Borrowing of outstanding Tranche B-12 Term Loans or Initial Revolving Credit Loans, as applicable, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Term SOFR Loan to be converted into a Base Rate Loan on the date of each such Incremental Loan, or by allocating a portion of each such Incremental Loan to each outstanding applicable Term SOFR Loan, EURIBO Rate Loan or RFR Loan on a pro rata basis, even though as a result thereof such Incremental Loan may effectively have a shorter Interest Period than the Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Term SOFR Loans to Base Rate Loans made pursuant to the preceding sentence shall be subject to Section 3.05. If any Incremental Loans are to be allocated to an existing Interest Period for a Term SOFR Loan or EURIBO Rate Loan then, subject to Section 2.08(b), the interest rate applicable to such Incrementa
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Incremental Facilities. Borrower may (a) The Parent Borrower may by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans (including on a delayed draw basis) (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (ii) the Commitments”), by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 (or the Dollar Equivalent thereof) individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date on which the Parent Borrower proposes that the New Loan Commitments shall be effective (eachthe effective date, an the “Increased Amount Date”), the Borrowers (including by appointing a Guarantor (other than Holdings) on as a “Borrower”, subject to customary “know your customer” and equivalent procedures and compliance with Section 1.13 (which Borrower proposes that the New Revolving Loan Commitments or shall be deemed to apply to New Term Loan Commitments, as applicablemutatis mutandis)) to which such New Loan Commitments will be available and the currency in which such New Loan Commitments will be borrowed. Subject to Section 1.11(c), in connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Parent Borrower shall provide to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be effective, which in reasonable detail and shall be a date not less than 10 Business Days after provide the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agentcalculations and basis therefor. Borrower The Borrowers may invite approach any Lender or any Person (other Person that is an Eligible Assignee (each, than a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicablenatural Person) to provide all or a portion of the New Revolving Loan Commitment or New Term Loan Commitment, as applicableCommitments; provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such In each case, such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such the applicable Increased Amount Date; provided that (1i) (A) subject to Section 1.11(c), no Default or Event of Default under Section 11.1 or Section 11.5 (solely with respect to a Borrower) shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses applicable and (a), (fB) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth condition in Section 3.2(a)(iii7.1(b) shall be satisfied; provided satisfied (it being understood that all references to “the date of such Credit Event” or similar language in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) such Section 7.1 shall be limited only deemed to representations set forth refer to the applicable date determined in Sections 4.1accordance with Section 1.11(c)); provided, 4.2further, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by that the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, lenders providing such New Revolving Loan Commitments or New Term Loans Commitmentsmay modify and/or waive the requirement regarding the condition in Section 7.1(b) for all purposes hereunder, as applicable; (3ii) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Parent Borrower and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e5.4(e); , (4iii) Borrower the New Loan Commitments (x) shall not be incurred or guaranteed by any Subsidiary other than any Credit Party and (y) if secured, shall not be secured by any assets other than the Collateral and (iv) the Borrowers shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the New Revolving Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments or pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Parent Borrower and agreed to by Lenders providing such New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. The proceeds On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of the New Additional Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower Credit Loans for working capital and general corporate all purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. Agreement.
(b) On any Increased Amount Date on which New Incremental Revolving Loan Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) with respect to New Revolving Credit Commitments, each of the Lenders with Revolving Lenders Credit Commitments of such Class shall assign to each of the Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lenders, Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving LendersCredit Commitments of such Class, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans of such Revolving Loans Class will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of such Class after giving effect to the addition of such New Revolving Loan Credit Commitments to the Revolving Credit Commitments, and (b) with respect to Incremental Revolving Credit Commitments, (bi) each New Incremental Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and and, each Loan made thereunder under a New Revolving Credit Commitment (a “New Revolving Credit Loan”) and each Loan made under an Additional Revolving Credit Commitment (an “Additional Revolving Credit Loan” and, together with New Revolving Credit Loans, the “Incremental Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Loan Credit Loans and (cii) each New Revolving Loan Lender and each Lender with an Additional Revolving Credit Commitment (together with the New Revolving Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Lender with respect to the New Revolving Loan Credit Commitment and all matters relating thereto. ; provided that the Administrative Agent and the Letter of Credit Issuer shall have consented (not to be unreasonably withheld, delayed or conditioned) to such Lender’s or Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to the extent such consent, if any, would be required under Section 13.6(a) for an assignment of Revolving Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Loan Lender.
(c) On any Increased Amount Date or after the date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Lender Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to Borrower the Borrowers, as specified in the applicable Notice of Borrowing, (a “New Term Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental Loans”) in an amount equal up to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof .
(yd) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as on terms and documentation set forth herein or in the applicable Joinder Agreement. In any event Agreement as determined by the Parent Borrower; provided that (i) subject to the Inside Maturity Exceptions, the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date (as in effect at the time of such incurrence or obtaining of a commitment with respect thereto); (ii) subject to the Inside Maturity Exceptions, the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the remaining weighted average life to maturity of the Revolving then existing Initial Term Loans or the Initial then existing Amendment No. 3 Term Loans (whichever is longest), (ii) excluding the applicable Maturity Date effects of each Series shall be any amortization of such New Term Loans in an amount no shorter greater than the latest 1.00% per annum and calculated without giving effect to prepayments of the final maturity of the Revolving Loans and the Term Loans) (as in effect at the time of such incurrence or obtaining of a commitment with respect thereto), (iii) the Weighted Average Yield applicable to the New Term Loans mandatory prepayments of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater made on a pro rata basis (or less than pro rata basis) with all other Initial Term Loans and Amendment No. 3 Term Loans in the case of mandatory prepayments applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless or the Amendment No. 3 Term Loans, as applicable, (iv) the pricing, interest rate margins, discounts, premiums, rate floors, fees, and amortization schedule applicable to any New Term Loans shall be determined by the Borrower(s) and the Lenders thereunder; provided that in the case of broadly syndicated term loan “B” Dollar-denominated New Term Loans that are pari passu in right of payment and security with respect to the then existing Initial Term Loan is increased so as to cause Loans, if the Effective Yield for Term SOFR Loans in respect of such New Term Loans exceeds the Effective Yield for Term SOFR Loans in respect of the then applicable Weighted Average Yield under this Agreement on the existing Initial Term Loans to by more than 0.75%, the Applicable Margin for Term SOFR Loans in respect of the then existing Initial Term Loans shall be adjusted so that the Effective Yield in respect of the then existing Initial Term Loans is equal the Weighted Average Yield then applicable to the New Effective Yield for Term SOFR Loans less 0.50% and (iv) all other terms in respect of the New Term Loans minus 0.75% (this proviso, the “MFN Provision”) (provided, that to the extent such increase in Effective Yield is the result of a higher floor with respect to such New Term Loans, the increase in Effective Yield for the existing Initial Term Loans shall take the form of an increase in the Floor for such Initial Term Loans to the extent of the Effective Yield differential); provided, further, that the MFN Provision shall not apply to (1) New Term Loans incurred on or after the date that is 6 months after the Closing Date, (2) New Term Loans scheduled to mature on or after the date that is one year after the Initial Term Loan Maturity Date, (3) any New Term Loans originally incurred in reliance upon the Shared Incremental Amount or the Prepayment and Extension Amount, (4) any New Term Loans incurred in connection with a Permitted Acquisition or other permitted Investment or to refinance Indebtedness incurred in connection with a Permitted Acquisition or other permitted Investment, (5) any New Term Loans having an aggregate principal amount not exceeding the greater of $191,000,000 and 100% of Consolidated EBITDA as of the last day of the most recently ended Test Period, as selected by the Parent Borrower and (6) any New Term Loans that constitutes a bridge facility (clauses (1), (2), (3), (4), (5) and (6), collectively, the “MFN Exceptions”); and (v) to the extent such terms and documentation are materially more favorable to the New Term Loan Commitments, if not consistent with Lenders than the terms of the existing Initial Term Loans or the existing Amendment No. 3 Term Loans (except to the extent permitted (or, for the avoidance of doubt, not prohibited) by clause (i), (ii), (iii) or (iv) above), they shall be either (A) reasonably satisfactory to the Administrative Agent (provided that no consent shall be required by the Administrative Agent or any of the Lenders if any covenants or other provisions are only applicable after the Initial Term Loan Maturity Date or if such covenants or other provisions are added for the benefit of the Initial Term Loans or the Amendment No. 3 Term Loans, as applicable), (B) then-current market terms (as determined by the Borrower in good faith at the time of incurrence or issuance (or the obtaining of a commitment with respect thereto)) for the applicable must type of Indebtedness or (C) applicable only to periods after the Initial Term Loan Maturity Date.
(e) Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be reasonably acceptable identical to the Term Administrative AgentInitialAmendment No. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement 4 Revolving Credit Commitments and the related Revolving Credit Loans, other Credit Documents than the Maturity Date and as may be necessary or appropriate, set forth in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.2.14(e); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
Appears in 1 contract
Incremental Facilities. Borrower may (ai) After the Restatement Effective Date and before the Original Term Loan Maturity Date (with respect to Original Term Loans) and the Revolving Termination Date (with respect to Revolving Loans and Tranche A Term Loans), as applicable, the Borrower, by written notice from Borrower to Revolving Facility the Administrative Agent, elect to may request prior to the Revolving Commitment Termination Date, an increase to establishment of (x) one or more additional tranches of term loans (the existing Revolving Commitments (any such increasecommitments thereto, the “New Revolving Incremental Term Loan Commitments”) and/or (by) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new term loan commitments increases in the Revolving Commitments (the “New Incremental Revolving Commitments”; together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”), in an aggregate principal amount of ; provided that (ix) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any each such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment request shall be in a principal amount that is for not less than $5,000,000 25,000,000 (or such lesser amount which up to the Maximum Incremental Facilities Amount) and (y) after giving effect to each such request, the aggregate principal amount (the “Maximum Incremental Facilities Amount”) of the Incremental Loan Commitments shall not exceed $785,000,000 plus the amount of the Term Loans repaid with the proceeds of (1) Senior Unsecured 2019 Notes or (2) any Incremental Term Loans; provided further, that the Maximum Incremental Facilities Amount shall be approved increased by an additional $200,000,000 upon consummation of the applicable DTA Acquisition Step 1 in accordance with the terms and conditions set forth herein, and (ii) after the Restatement Effective Date and before the Term Loan Maturity Date, the Borrower, by written notice to Administrative Agent Agent, may also request the establishment of a synthetic letter of credit facility (the “Incremental Synthetic L/C Facility”; the commitments thereto, the “Incremental Synthetic L/C Commitments”; and, together with the Incremental Loan Commitments, the “Incremental Commitments”); provided that (x) each such request shall be for not less than $25,000,000 (or such lesser amount that up to the Maximum Incremental Synthetic Facility Amount) and (y) after giving effect to each such request, the aggregate principal amount (the “Maximum Incremental Synthetic Facility Amount”) of the Incremental Synthetic L/C Commitments shall constitute the difference between not exceed $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount200,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Loan Incremental Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. The Borrower may invite approach any Lender or other any Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Lender approached to provide arrange all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, Incremental Commitments; provided that (i) no Lender will be required to provide a New Revolving Loan such Incremental Commitment and (ii) any entity providing all or a New Term Loan Commitment. Such New Revolving Loan portion of the Incremental Commitments other than a Lender, an affiliate of a Lender or New Term Loan an Approved Fund, shall be reasonably acceptable to the Administrative Agent (with such acceptance by the Administrative Agent to not be unreasonably withheld or delayed).
(b) In each case, such Incremental Commitments shall become effective as of such the applicable Increased Amount Date; , provided that that
(1i) except for any Incremental Loan Commitment in connection with the DTA Acquisition and the Tranche A Term Loans, no Default or Event of Default shall exist have occurred and be continuing on such Increased Amount Date before or after giving effect to such New Revolving Incremental Commitments,
(ii) except for any Incremental Loan Commitments or New Term Loan Commitments, as applicable; provided that Commitment in connection with the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted DTA Acquisition or other similar Investmentthe Avis Europe Acquisition, no Event the Borrower shall be in compliance with Section 7.1 as of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or the most recently ended fiscal quarter after giving effect to such New Revolving Loan Incremental Commitments or New (provided, in the case of the Incremental Synthetic Facility, not giving effect to any deemed usage thereof),
(iii) the weighted average life to maturity of any Incremental Term Loan Commitments, as applicable; (2other than any Incremental Tranche A Term Loan) both before and shall be greater than or equal to the then-remaining weighted average life to maturity of the Term Loans,
(iv) the maturity date of the Incremental Synthetic L/C Facility shall be no earlier than the Final Term Loan Maturity Date,
(v) the interest rate margin in respect of any Incremental Revolving Loans that is in effect on the Increased Amount Date (after giving effect to original issue discount (“OID”) or upfront fees, (which shall be deemed to constitute like amounts of OID, with OID being equated to interest rates in a manner determined by the making Administrative Agent based on a four-year life to maturity) paid to all of the Incremental Revolving Lenders in connection therewith but excluding any Series customary arrangement, commitment or other similar fees payable to one or more arrangers (or their affiliates) in connection therewith) shall not exceed the sum of New (x) the Applicable Margin for the Revolving Loans made pursuant to the Revolving Commitments that is in effect on the Increased Amount Date, and (y) the OID or the upfront fees paid to all of the Lenders in respect of such Revolving Commitments, which shall be equated to interest rate based on a four-year life to maturity, or if it does so exceed the sum of such Applicable Margin and such fees, such Applicable Margin for the Revolving Loans made pursuant to the Revolving Commitments, shall be increased so that the interest rate margin in respect of such Incremental Revolving Loans that is in effect on the Increased Amount Date (giving effect to any OID issued or such upfront fees paid to all of the Incremental Lenders in connection therewith as set forth above) is no greater than the sum of (x) the Applicable Margin for the Revolving Loans made pursuant to the Revolving Commitments that is in effect on the Increased Amount Date, and (y) the OID or the upfront fees paid to all of the Lenders in respect of such Revolving Commitments,
(vi) except for any Incremental Tranche A Term Loans, each if the final maturity date of any Incremental Term Loans is not at least one year later than the Final Term Loan Maturity Date, the interest rate margin in respect of such Incremental Term Loans (except for any Incremental Tranche A Term Loans) (after giving effect to OID or upfront fees paid to all of the conditions Incremental Term Loan Lenders in connection therewith but excluding any customary arrangement, commitment or other similar fees payable to one or more arrangers (or their affiliates) in connection therewith) (with fees and OID being equated to interest rate in the manner set forth above)) shall not exceed by more than 50 basis points the sum of (x) the Applicable Margin for the Term Loans that is in effect on the Increased Amount Date (other than the Tranche A Term Loans and any other Incremental Tranche A Term Loans) that is in effect on the Increased Amount Date, and (y) the upfront fees paid to all of the Lenders in respect of theirsuch Term Loans (other than the Incremental Tranche A Term Loans), which shall be equated to interest rate based on a four-year life to maturity, or if it does so exceed by more than 50 basis points the sum of such Applicable Margin and such fees, suchthe Applicable Margin for thesuch Term Loans shall be increased so that the interest rate margin in respect of such Incremental Term LoanLoans (giving effect to any OID issued or such upfront fees paid to all of the Incremental Term Loan Lenders in connection therewith as set forth above) is no greater than the sum of (x) the Applicable Margin for thesuch Term Loans (other than the Incremental Tranche A Term Loans) that is in effect on the Increased Amount Date, (y) the OID or upfront fees paid to all of the Lenders in respect of theirsuch Term Loans (other than the Incremental Tranche A Term Loans) and (z) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
(▇▇▇) if the final maturity date of any Incremental Synthetic L/C Facility is not at least one year later than the Final Term Loan Maturity Date, the interest rate margin in respect of such Incremental Synthetic L/C Facility (after giving effect to OID or upfront fees paid to all of the Lenders participating in such Incremental Synthetic L/C Facility in connection therewith but excluding any customary arrangement, commitment or other similar fees payable to one or more arrangers (or their affiliates) in connection therewith)(with fees and OID being equated to interest rate in the manner set forth above)) shall not exceed by more than 50 basis points the sum of (x) the Applicable Margin for the Term Loans, and (y) the upfront fees paid to all of the Lenders in respect of their Term Loans, which shall be equated to interest rate based on a four-year life to maturity, or if it does so exceed by more than 50 basis points the sum of such Applicable Margin and such fees, such Applicable Margin for the Term Loans shall be increased so that the interest rate margin in respect of such Incremental Synthetic L/C Facility (giving effect to any OID issued or such upfront fees paid to all of the Incremental Synthetic L/C Lenders in connection therewith as set forth above) is no greater than the sum of (x) the Applicable Margin for the Term Loans that is in effect on the Increased Amount Date, (y) the upfront fees paid to all of the Lenders in respect of their Term Loans and (z) 50 basis points; provided, further, that the interest margin in respect of such Incremental Synthetic L/C Facility may be increased by an additional 200 basis points in the form of an additional OID or upfront fees if reasonably necessary after increasing the Applicable Margin for the Term Loans as set forth in Section 3.2(a)(iiithis clause (vii), and
(viii) shall be satisfied; provided that in the case of New Increment Revolving Commitments, the Incremental Term Loan Commitments or New Term Loan the Incremental Synthetic L/C Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth effected, in Sections 4.1each case, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements incremental commitment agreements in a form reasonably acceptable to the Administrative Agent (each, a “Incremental Commitment Agreement”) executed and delivered by the Borrower, the New applicable Incremental Revolving Lender, the Incremental Term Loan Lender or New Term Loan the Incremental Synthetic L/C Lender and the Administrative Agent pursuant to which the applicable Incremental Revolving Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Incremental Term Loan Lender shall or Incremental Synthetic L/C Lender agrees to be subject bound to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, terms of this Agreement as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transactiona Lender. Any New Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) tranche of New Incremental Term Loans for all purposes of this Agreement. The proceeds , and the provisions of the New Revolving Loan Commitments clauses (vi) and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments (vii) above shall be not used to prepay any Subordinated Debt. determined separately for each tranche of Term Loans.
(c) On any Increased Amount Date on which New Incremental Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (ax) each of the Lenders with Revolving Lenders Commitments being increased shall assign to each of the New Person with an Incremental Revolving Loan LendersCommitment (each, an “Incremental Revolving Lender”) and each of the New Incremental Revolving Loan Lenders shall purchase from each of the Lenders with Revolving LendersCommitments, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such the Revolving Loans will be held by existing Revolving Lenders and New Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Incremental Revolving Loan Commitments to the Revolving Commitments, (by) each New Incremental Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a an “New Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (cz) each New Incremental Revolving Loan Lender shall become a Lender with respect to the New Incremental Revolving Loan Commitment and all matters relating thereto. The terms and provisions of the Incremental Revolving Loans and Incremental Revolving Commitments shall be substantially identical to the Revolving Loans and the Revolving Commitments of the Revolving Facility.
(d) On any Increased Amount Date on which any New Incremental Term Loan Commitments of any Series are effectiveeffected, subject to the satisfaction of the foregoing terms and conditions, (i) each New Person with an Incremental Term Loan Lender of any Series Commitment (each, an “Incremental Term Loan Lender”) shall make a Loan to the Borrower (a an “New Incremental Term Loan”) in an amount equal to its New Incremental Term Loan Commitment of such SeriesCommitment, and (ii) each New Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Incremental Term Loan Commitment of such Series and the New Incremental Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each .
(e) On any Increased Amount Date on which any Incremental Synthetic L/C Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Person with an Incremental Synthetic L/C Commitment (each, an “Incremental Synthetic L/C Lender”; together with Incremental Revolving Lenders and Incremental Term Loan Lenders, the “Incremental Lenders”) shall make a deposit in a credit linked deposit account in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicableIncremental Synthetic L/C Facility (an “Incremental Synthetic Deposit”) in an amount equal to its Incremental Synthetic L/C Commitment, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series Incremental Synthetic L/C Lender shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation become a Lender hereunder with respect to the Initial Term Loans plus 0.50% per annum unless Incremental Synthetic L/C Commitment and the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and Incremental Synthetic Deposits made pursuant thereto.
(ivf) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Incremental Commitment Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent Agent, to effect the provision provisions of this Section 2.242.23. Notwithstanding anything in this Agreement to the contrary, (i) the references to the Term Loans in this Section 2.23 shall be deemed to include the Replacement Term Loans and (ii) the references to the Revolving Commitments or the Revolving Loans in this Section 2.23 shall be deemed to include the Extended Revolving Commitments or the Extended Revolving Loans, as applicable.
Appears in 1 contract
Sources: Incremental Facilities Agreement (Avis Budget Group, Inc.)
Incremental Facilities. The Borrower Representative may (a) by written notice from Borrower to Revolving Facility the Administrative Agent, Agent at any time after the Closing Date elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Incremental Revolving Loan Commitments”) and/or (bB) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new term loan commitments (the “New Incremental Term Loan Commitments”), by an amount not in an aggregate principal amount excess of the greater of (ix) $750,000,000 in the New aggregate and (y) $1,250,000,000 in the aggregate if, after giving pro forma effect to the incurrence of such Incremental Revolving Commitments and/or Incremental Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds consummation of any New Revolving Loans and/or New Term Loans from Unrestricted Investment or acquisition, repayment of any Indebtedness or payment or making of any Restricted Payment with the Net Cash in clause Proceeds thereof (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (thereunder, but otherwise excluding the Net Cash Proceeds of any such aggregate amountIncremental Term Loan Commitments or Incremental Revolving Commitments), the “Incremental Amount”Senior Secured Net Leverage Ratio would not exceed 3.00:1.00, plus, in each case of clauses (x) and (y). Each New Term Loan Commitment or New , the aggregate NY\5627635.16 amount of Revolving Loan Commitment shall be Commitments of any Lender that was a Defaulting Lender that have been terminated and, in a principal amount that is each case, not less than $5,000,000 25,000,000 individually (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 750,000,000 or $1,250,000,000, as applicable, and all such New Incremental Revolving Loan Commitments and New Incremental Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 10,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the New Incremental Revolving Loan Commitments or New Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period and (B) the identity of time as consented to by the Term Administrative Agent. Borrower may invite any each Lender or other Person that is an Eligible Assignee (each, a an “New Incremental Revolving Loan Lender” or “New Incremental Term Loan Lender”, as applicable) to provide a New whom the Borrower Representative proposes any portion of such Incremental Revolving Loan Commitment Commitments or New Incremental Term Loan CommitmentCommitments, as applicable, be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Incremental Revolving Loan Commitments or New Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide a New an Incremental Revolving Loan Commitment or a New an Incremental Term Loan Commitment. Such New Incremental Revolving Loan Commitments or New Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Incremental Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Incremental Term Loan Commitments, as applicable; (2) both before and after giving effect to the making incurrence of any Series of New such Incremental Revolving Commitments and/or Incremental Term LoansLoan Commitments, each of the conditions set forth in Section 3.2(a)(iii) 3.02 shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Section 6.07 as of the last day of the most recently ended Fiscal Quarter after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, and the consummation of any Investment or acquisition, repayment of any Indebtedness or payment or making of any Restricted Payment with the Net Cash Proceeds thereof (assuming a borrowing of the maximum amount of Loans available thereunder, but otherwise excluding the Net Cash Proceeds of any such Incremental Term Loan Commitments or New Incremental Revolving Commitments); (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the applicable Borrower, the New Incremental Revolving Loan Lender or New Incremental Term Loan Lender, as applicable, and applicable the Administrative Agent, and each of which shall be recorded in the Register and each New Incremental Revolving Loan Lender and New Incremental Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e2.20(c); (45) the applicable Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Incremental Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (56) the applicable Borrower shall deliver or cause to be delivered any legal opinions or other documents (including modifications of Mortgages and title insurance endorsements or policies) as reasonably requested by the applicable Administrative Agent in connection with any such transactiontransaction and (7) the applicable Borrower shall have paid all fees and expenses owing to the Agents and the Lenders in respect of such Incremental Revolving Commitments or Incremental Term Loan Commitments. Any New Incremental Term Loans made on an Increased Amount Date shall NY\5627635.16 be designated a separate series (a “Series”) of New Incremental Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Incremental Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Lenders Commitments of the same Class shall assign to each of the New Incremental Revolving Loan Lenders, and each of the New Incremental Revolving Loan Lenders shall purchase from each of the Revolving such Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders with Revolving Lenders Commitments of the same Class and New Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Incremental Revolving Loan Commitments to the Revolving CommitmentsCommitments of the applicable Class, (b) each New Incremental Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment of the applicable Class and each Loan made thereunder (a an “New Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan of the applicable Class and (c) each New Incremental Revolving Loan Lender shall become a Lender with respect to the New Incremental Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Incremental Term Loan Lender of any Series shall make a Loan to the U.S. Borrower (a an “New Incremental Term Loan”) in an amount equal to its New Incremental Term Loan Commitment of such Series, Series and (ii) each New Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Incremental Term Loan Commitment of such Series and the New Incremental Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify the Lenders promptly upon receipt of Borrowerthe Borrower Representative’s notice of each Increased Amount Date and in respect thereof (yx) the New Incremental Revolving Loan Commitments and the New Incremental Revolving Loan Lenders or the Series of New Incremental Term Loan Commitments and the New Incremental Term Loan Lenders of such Series, as applicable, applicable and (zy) in the case of each notice to any applicable Lender with Revolving LenderCommitments, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Incremental Term Loans and Incremental Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans. The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans. The terms and provisions Loans of the New Term Loans and New Term Loan Commitments same Class. In the case of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event Incremental Term Loans, (i) the weighted average life Weighted Average Life to maturity Maturity of all New Incremental Term Loans of any Series shall be no shorter than the weighted average life Weighted Average Life to maturity Maturity of the Revolving Loans or the Initial Term Loans (whichever is longest)Tranche B Terms Loans, (ii) the applicable Incremental Term Loan Maturity Date of each Series shall be no shorter earlier than the latest of the final maturity of the Revolving Loans and the Tranche B Term Loans, and (iii) the Weighted Average Yield yield and all other terms applicable to the New Incremental Term Loans of each Series shall be determined by the Borrower Representative and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, NY\5627635.16 however, that the Weighted Average Yield yield applicable to the New Incremental Term Loans of each Series (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans), as reasonably determined by the Administrative Agent, shall not be greater than the applicable Weighted Average Yield interest rate (including the Applicable Margin and rate floor) payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Tranche B Term Loans Loans, plus 0.50% per annum unless (i) the interest rate with respect to the Initial Tranche B Term Loan Loans is increased so as to cause the then applicable Weighted Average Yield interest rate under this Agreement on the Initial Tranche B Term Loans to equal be not more than 0.50% less than the Weighted Average Yield yield then applicable to the New Incremental Term Loans less 0.50% of each Series (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans) and (ivii) all other terms the interest rate with respect to Tranche A Term Loans is increased by an amount equal to the amount of any increase in the interest rate for Tranche B Term Loans pursuant to clause (i). Any Incremental Revolving Loans will be documented solely as an increase to the Revolving Commitments of the New Term same Class without any change in terms, other than any change that is more favorable to the Revolving Lenders and applies equally to all Revolving Loans and New Term Loan Commitments, if not consistent with the terms Revolving Commitments of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agentsame Class. Each Joinder Agreement may, without the consent of any Lender other Lendersthan the applicable Incremental Revolving Loan Lender or Incremental Term Loan Lender, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision provisions of this Section 2.24.
Appears in 1 contract
Incremental Facilities. Borrower may (a) The Borrower may, by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans or increases in Term Loans of any Class (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (iiCommitments”) the by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples which may be incurred in Dollars, Euros or Pounds Sterling. In connection with the incurrence of $1,000,000 in excess any Indebtedness under this Section 2.14, at the request of that amount. Each such notice the Administrative Agent, the Borrower shall specify provide to the date (each, an “Increased Amount Date”) on which Borrower proposes Administrative Agent a certificate certifying that the New Revolving Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be in reasonable detail and shall provide the calculations and basis therefor and, subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred pursuant to the applicable clause(s) of the definition of Maximum Incremental Facilities Amount. The Borrower may approach any Lender or any Person (other than a natural Person) to provide all or a portion of the New Term Loan Commitments, as subject, if applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented proviso to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicableSection 2.14(b); provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such In each case, on each applicable Increased Amount Date (subject to Section 1.12), such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that be subject to (1i) no Default or Event of Default (except in connection with an acquisition or investment (including any Permitted Acquisition or Investment), no Event of Default under Section 11.1 or Section 11.5) shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, and subject to Section 1.12, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Borrower and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e5.4(e); , and (4iii) the Borrower shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower . No Lender shall deliver or cause have any obligation to be delivered provide any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transactionCommitments pursuant to this Section 2.14(a). Any New Term Loans made on an Increased Amount Date shall shall, at the election of the Borrower and agreed to by Lenders providing such New Loan Commitments, be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. The proceeds On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of the New Additional Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower Credit Loans for working capital and general corporate all purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Agreement.
(b) Incremental Revolving Loan Commitments and New Term Loan Credit Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing following terms and conditions, (a) with respect to New Revolving Credit Commitments, each of the Lenders with Revolving Lenders Credit Commitments of such Class shall assign to each of the Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lenders, Lender”) and each of the New new Revolving Loan Lenders shall purchase from each of the Revolving LendersLenders with revolving Credit Commitments of such Class, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans of such Revolving Loans Class will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of such Class after giving effect to the addition of such New new Revolving Loan Credit Commitments to the Revolving Credit Commitments, and (b) with respect to Incremental Revolving Credit Commitments, (bi) each New Incremental Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and and, each Loan made thereunder under a New Revolving Credit Commitment (a “New Revolving Credit Loan”) and each Loan made under an Additional Revolving Credit Commitment (an “Additional Revolving Credit Loan” and, together with new Revolving Credit Loans, the “Incremental Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Loan Loans and (cii) each New Revolving Loan Lender and each Lender with an Additional Revolving Credit Commitment (each, an “Additional Revolving Loan Lender” and, together with the New Revolving Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Lender with respect to the New Revolving Loan Credit Commitment and all matters relating thereto. On any Increased Amount Date on which any ; provided that the Administrative Agent and the Letter of Credit Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to the extent such consent, if any, would be required under Section 13.6(b) for an assignment of Revolving Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Loan Lender.
(c) New Term Loan Commitments of any Series are effective, shall be subject to the satisfaction of the foregoing and following terms and conditions, (i) each Lender with a New Term Loan Lender Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental Loans”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof .
(yd) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as on terms and documentation set forth herein or in the applicable Joinder Agreement. In any event Agreement as determined by the Borrower; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Tranche B Term Loan Maturity Date; (ii) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving then existing Tranche B-4-5 Term Loans as calculated without giving effect to any prepayments made in connection with the Tranche B-4-5 Term Loans; (iii) the pricing, interest rate margins, discounts, premiums, rate floors, fees, and, subject to clauses (i) and (ii) above, amortization schedule applicable to any New Term Loans shall be determined by the Borrower and the Lenders thereunder; provided that only during the period commencing on the Amendment No. 7 Effective Date and ending on the six-month anniversary of the Amendment No. 7 Effective Date, if the Effective Yield for SOFR Loans or ABR Loans in respect of broadly syndicated floating rate New Term Loans denominated in Dollars that are secured by the Initial Collateral on a pari passu basis with the Tranche B-4 Term Loans (whichever other than any New Term Loans incurred in connection with a Permitted Acquisition or other Permitted Investment) exceeds the Effective Yield for SOFR Loans or ABR Loans in respect of the then existing Tranche B-4 Term Loans denominated in Dollars by more than 0.50%, the Applicable Margin for SOFR Loans or ABR Loans in respect of such then existing Tranche B-4 Term Loans shall be adjusted so that the Effective Yield in respect of such then existing Tranche B-4 Term Loans is longestequal to the Effective Yield for SOFR Loans or ABR Loans in respect of the New Term Loans minus 0.50% (the terms of this proviso to this clause (iii), the “MFN Protection”); provided that the MFN Protection shall not apply to (I) New Term Loans (as selected by the Borrower) in an amount up to the greater of (A) $1,170 million and (B) 200.0% of Consolidated EBITDA for the Test Period most recently ended on or prior to such date of determination (measured as of such date), (II) any New Term Loans incurred pursuant to clauses (ii) or (iii) of the definition of “Maximum Incremental Facilities Amount” or (III) any New Term Loans that mature later than the Tranche B Term Loan Maturity Date; and (iv) to the extent such terms and documentation are not consistent with the then existing Tranche B-4-5 Term Loans (except to the extent permitted by clause (i), (ii) or (iii) above), they shall be reasonably satisfactory to the Administrative Agent (it being understood that, (1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Term Loans remaining outstanding after the issuance or incurrence of such Indebtedness or (2) no consent shall be required by the Administrative Agent or any of the Lenders if any covenants or other provisions are only applicable after the Latest Term Loan Maturity Date).
(e) Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Initial Revolving Credit Commitments and the related Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(i) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank equal in right of each Series shall be no shorter than the latest payment and of the final maturity of security with the Revolving Credit Loans and the Term Loans, ,
(ii) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Initial Revolving Credit Commitments and related Revolving Credit Loans at the time of incurrence of such Incremental Revolving Credit Commitments,
(iii) the Weighted Average Yield applicable to borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the maturity date of such calculation the Incremental Revolving Credit Commitments, and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (v) below)) of Loans with respect to Incremental Revolving Credit Commitments after the Initial Term Loans plus 0.50% per annum unless associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date, subject to the interest rate provisions of Section 3.12 and Section 3A.12 to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments of the same Series in accordance with their percentage of such Revolving Credit Commitments on the applicable Increased Amount Date (and except as provided in Section 3.12, without giving effect to changes thereto on an earlier maturity date with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms Letters of the New Term Loans and New Term Loan Commitments, if not consistent with the terms Credit theretofore incurred or issued in respect of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.Series),
Appears in 1 contract
Sources: First Lien Credit Agreement (BrightSpring Health Services, Inc.)
Incremental Facilities. Borrower may (a) by written notice from Borrower to Revolving Facility Administrative AgentAt any time, elect to request prior at the option of Borrowers (but subject to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), in an aggregate principal amount of (i) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the definition of Consolidated Total Debt in calculating Revolver Commitments and the First Lien Net Leverage Ratio for purposes of this Section 2.24 andMaximum Revolver Amount not to exceed the Available Increase Amount (each such increase, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the an “Incremental AmountIncrease”). Each New Term Loan Commitment Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or New Revolving Loan Commitment Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in a principal an amount that is not less than of at least $5,000,000 (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 5,000,000 in excess of that amountthereof. Each such notice shall specify In no event may the date (each, an “Increased Revolver Commitments and the Maximum Revolver Amount Date”) be increased pursuant to this Section 2.14 on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less more than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that one (1) no Default or Event occasion during any calendar quarter. Additionally, for the avoidance of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitmentsdoubt, as applicable; provided it is understood and agreed that in no event shall the case aggregate amount of New Revolving Loan the Increases to the Revolver Commitments exceed $50,000,000.
(b) Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:
(i) Agent or New Term Loan Commitments Borrowers have obtained the purpose commitment of which is to finance a Permitted Acquisition one or more Lenders (or other similar Investment, no Event of Default pursuant prospective lenders) reasonably satisfactory to clauses Agent and Borrowers to provide the applicable Increase and any such Lenders (aor prospective lenders), Borrowers, and Agent have signed a joinder agreement to this Agreement (fan “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party,
(ii) each of the conditions precedent set forth in Section 3.2 are satisfied,
(iii) in connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (gwith sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board,
(iv) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect Borrowers have delivered to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; Agent updated pro forma Projections (2) both before and after giving effect to the making of any Series of New Term Loans, each applicable Increase) for the Loan Parties and their Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the twelve months (on a month-by-month basis) immediately following the proposed date of the conditions applicable Increase (calculated as if a Covenant Testing Period was in effect during the entire twelve month period), and
(v) Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest margins may be with respect to Revolving Loans made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Revolving Loans set forth in Section 3.2(a)(iii) shall be satisfied; provided that in this Agreement immediately prior to the case date of New Revolving Loan the increased Revolver Commitments or New Term Loan (the date of the effectiveness of the increased Revolver Commitments and the purpose of which is to finance a Permitted Acquisition or other similar InvestmentMaximum Revolver Amount, the representations “Increase Date”)) and warranties required under this clause (2) shall be limited only have communicated the amount of such interest margins to representations set forth in Sections 4.1Agent. Any Increase Joinder may, 4.2with the consent of Agent, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 Borrowers and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject prospective lenders agreeing to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant proposed Increase, effect such amendments to Section 2.18(c) in connection with this Agreement and the New Revolving other Loan Commitments or New Term Loan Commitments, Documents as applicable; and (5) Borrower shall deliver or cause may be necessary to be delivered any legal opinions or other documents reasonably requested by effectuate the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes provisions of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries Section 2.14.
(c) Unless otherwise specifically provided herein, all references in this Agreement and any other use not prohibited by this Agreement includingLoan Document to Revolving Loans shall be deemed, without limitationunless the context otherwise requires, to include Revolving Loans made pursuant to the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan increased Revolver Commitments and New Term Loan Commitments shall be not used Maximum Revolver Amount pursuant to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject this Section 2.14.
(d) Each of the Lenders having a Revolver Commitment prior to the satisfaction of Increase Date (the foregoing terms and conditions, (a“Pre-Increase Revolver Lenders”) each of the Revolving Lenders shall assign to each of any Lender which is acquiring a new or additional Revolver Commitment on the New Revolving Loan Increase Date (the “Post-Increase Revolver Lenders”), and each of the New Revolving Loan such Post-Increase Revolver Lenders shall purchase from each of the Revolving LendersPre-Increase Revolver Lender, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Loans outstanding and participation interests in Letters of Credit on such Increased Amount Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by existing Revolving Pre-Increase Revolver Lenders and New Revolving Loan Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.
(e) The Revolving Commitments Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments establishment of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan new Revolver Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24Maximum Revolver Amount.
Appears in 1 contract
Incremental Facilities. Borrower may (a) The Borrower or any Guarantor may, from time to time after the Closing Date, upon notice by written notice from the Borrower to Revolving the Person appointed by the Borrower to arrange an incremental Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increasePerson, the “New Revolving Loan CommitmentsIncremental Arranger”) and/or (b) by written notice from Borrower to specifying the proposed amount thereof and the proposed currency denomination thereof, request (i) an increase in any Term Administrative Agent elect to request prior to Loan Tranche then outstanding (each, a “Term Commitment Increase”), (ii) the Maturity Date, the establishment addition of one or more new term loan commitments (the “New Term Loan Commitments”), in an aggregate principal amount of (i) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), andfacilities, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of in such currency or currencies as the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be Borrower identifies in a principal amount that is not less than $5,000,000 (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan LenderFacility”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested advance made by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effectivethereunder, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”; and the commitments thereof, the “New Term Commitment”) and/or (iii) an increase in the amount of the Revolving Credit Commitments (a “Revolving Commitment Increase”; and, together with the Term Commitment Increase and the New Term Commitments the “New Loan Commitments”) by (or in) a principal amount not to exceed the sum of (such sum, at any such time, the “Available Incremental Amount”): (x) the sum of (the amount available under this clause (x), the “Cash-Capped Incremental Facility”) (I) the greater of (A) $325,000,000 and (B) 100% of Consolidated EBITDA of the Group Parties (and after giving effect to any acquisition consummated concurrently therewith on a Pro Forma Basis and all other appropriate pro forma adjustment events consistent with the definition of “Consolidated EBITDA” and Section 1.10), minus (II) Incremental Equivalent Cash Component Debt, plus (y) an unlimited amount (the “Ratio-Based Incremental Facility”) so long as the Maximum Leverage Requirement is satisfied and (z) an amount equal to its New Term Loan Commitment (1) all voluntary prepayments, redemptions and repurchases and payments (including prepayments at a discount to par and open market purchases, with credit given for the actual amount of such Seriesthe cash payment, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect giving credit to the New Term Loan Commitment principal amount of such Series the Indebtedness repurchased and the New Term Loans of such Series made all prepayments and permanent commitment reductions (including pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders to Section 3.08 or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) any substantially similar provisions in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.documentation governing
Appears in 1 contract
Sources: Credit Agreement (V2X, Inc.)
Incremental Facilities. Borrower may (a) by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), in an aggregate principal amount of (i) the New Term Loan Commitments and the New Revolving Loan Commitments plus Commitments, (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) the aggregate principal amount of (x) New Term Loan Commitments incurred pursuant to the First Joinder Agreement and (y) New Term Loan Commitments and the New Revolving Loan Commitments incurred on the Amendment and Restatement Date pursuant to the Amendment Agreement, plus (B) $50,000,000 100,000,000 in the aggregate pursuant to this clause (AB) prior to date of determination plus (BC) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 4.50:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. Each of the parties hereto hereby agrees that, unless any New Term Loans constitutes a separate Class of Loans hereunder, Term Administrative Agent may take any and all action as may be reasonably necessary to ensure that all such New Term Loans, when originally made, are Term Loans for all purposes under the Credit Documents and are included in each borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished at the discretion of Term Administrative Agent by allocating a portion of each such New Term Loans to each outstanding Eurodollar Rate Loan of the same Class on a pro rata basis, even though as a result thereof such New Term Loans may effectively have a shorter Interest Period than the Term Loans included in the borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). If any such New Term Loan is to be allocated to an existing Interest Period for a Eurodollar Rate Loan, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Joinder Agreement. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Nord Anglia Education, Inc.)
Incremental Facilities. Borrower may (a) Any Borrower (including any Additional Borrower) or any other Guarantor may by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans or increases in Term Loans of any Class (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Loan Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (ii) the Commitments”), by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples which may be incurred in Dollars, Euros or Sterling. In connection with the incurrence of $1,000,000 in excess any Indebtedness under this Section 2.14, at the request of that amount. Each such notice the Administrative Agent, the Borrowers shall specify provide to the date (each, an “Increased Amount Date”) on which Borrower proposes Administrative Agent a certificate certifying that the New Revolving Loan Commitments or New Term Loan Commitmentsdo not exceed the Maximum Incremental Facilities Amount, as applicable, which certificate shall be effectivein reasonable detail and shall provide the calculations and basis therefor and, which shall be a date not less than 10 Business Days after subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the date on which such notice is delivered to the Term Administrative Agent or such shorter period definition of time as consented to by the Term Administrative Agent“Maximum Incremental Facilities Amount”. Borrower The Borrowers may invite approach any Lender or any Person (other Person that is an Eligible Assignee (each, than a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicablenatural Person) to provide all or a portion of the New Revolving Loan Commitment or New Term Loan Commitment, as applicableCommitments; provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such Subject to Section 1.12 in each case, such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that be subject to (1i) no Default or Event of Default under Section 11.1 or Section 11.5 (with respect to the Borrowers) shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Borrowers and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e5.4(e); , and (4iii) Borrower the Borrowers shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the New Revolving Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments or pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrowers and agreed to by Lenders providing such New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. The proceeds On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Revolving Credit Loans for all purposes of this Agreement. Notwithstanding anything else to the contrary in this Section 2.14 or otherwise in this Agreement, any Incremental Loans may be incurred by any Borrower(s) and/or any other Credit Party at the option of the New Borrowers.
(b) Incremental Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Credit Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing following terms and conditions, (a) with respect to New Revolving Credit Commitments, each of the Lenders with Revolving Lenders Credit Commitments of such Class shall assign to each of the Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lenders, Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving LendersCredit Commitments of such Class, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans of such Revolving Loans Class will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of such Class after giving effect to the addition of such New Revolving Loan Credit Commitments to the Revolving Credit Commitments, and (b) with respect to Incremental Revolving Credit Commitments, (bi) each New Incremental Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and and, each Loan made thereunder under a New Revolving Credit Commitment (a “New Revolving Credit Loan”) and each Loan made under an Additional Revolving Credit Commitment (an “Additional Revolving Credit Loan” and, together with New Revolving Credit Loans, the “Incremental Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Loan Credit Loans and (cii) each New Revolving Loan Lender and each Lender with an Additional Revolving Credit Commitment (each an “Additional Revolving Loan Lender” and, together with the New Revolving Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Lender with respect to the New Revolving Loan Credit Commitment and all matters relating thereto. On any Increased Amount Date on which any ; provided that the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to the extent such consent, if any, would be required under Section 13.6(b) for an assignment of Revolving Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Loan Lender.
(c) New Term Loan Commitments of any Series are effective, shall be subject to the satisfaction of the foregoing following terms and conditions, (i) each Lender with a New Term Loan Lender Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to Borrower the Borrowers (a “New Term Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental Loans”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof .
(yd) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as on terms and documentation set forth herein or in the applicable Joinder Agreement. In any event Agreement as determined by the Borrowers; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Amendment No. 6 Term Loan Maturity Date; (ii) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the remaining weighted average life to maturity of the Revolving Loans or the Initial then existing Amendment No. 6 Term Loans (whichever provided that the foregoing clauses (i) and (ii) shall not apply to (A) up to the greater of (x) $1,100,000,000 and (y) 100% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in Incremental Term Facilities as selected by the Borrowers, (B) customary bridge loans (including 364-day bridge loans); provided, that either (x) the terms of such bridge loans provide for automatic extension of the maturity date thereof to a date that is longestnot earlier than the Amendment No. 6 Term Loan Maturity Date or (y) any loans, notes, securities or other Indebtedness (other than revolving loans) which are exchanged for or otherwise replace such bridge loans shall be subject to the requirements of clauses (i) and (ii), (C) customary term A loans and (D) Indebtedness issued subject to customary escrow arrangements that have redemption requirements related to such escrow release (so long as subject to such escrow)), (iii) the pricing, interest rate margins, discounts, premiums, rate floors, fees, and amortization schedule applicable to any New Term Loans shall be determined by the Borrowers and the Lenders thereunder; provided, that except with respect to (A) up to the greater of (x) $1,100,000,000 and (y) 100% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) of New Term Loans (as selected by the Borrowers), (B) customary term A loans, (C) customary bridge loans (including 364-day bridge loans) (provided that any loans, notes, securities or other Indebtedness (other than revolving loans) which are exchanged for or otherwise replace such bridge loans shall be subject to the requirements of this clause (iii)) and (D) New Term Loans incurred in connection with a Permitted Acquisition or other Permitted Investment, with respect to any such non-excepted New Term Loans in the form of a broadly syndicated U.S. dollar denominated term “B” loan that is secured on a pari passu basis with the Amendment No. 6 Term Loans incurred pursuant to clause (i)(a) of the definition of “Maximum Incremental Facilities Amount” that matures earlier than one year after the Amendment No. 6 Term Loan Maturity Date, only during the period commencing on the Amendment No. 6 Effective Date and ending on the date that is 12 months after the Amendment No. 6 Effective Date, if the Applicable Margin for SOFR Loans in respect of such New Term Loans exceeds the Applicable Margin for SOFR Loans in respect of the then existing Amendment No. 6 Term Loans by more than 0.75%, the Applicable Margin for SOFR Loans in respect of the then existing Amendment No. 6 Term Loans shall be adjusted so that the Applicable Margin in respect of the then existing Amendment No. 6 Term Loans that are SOFR Loans is equal to the Applicable Margin for SOFR Loans in respect of such New Term Loans minus 0.75% (the “Amendment No. 6 MFN Protection”), (iv) to the extent such terms and documentation are not consistent with the then existing Amendment No. 6 Term Loans (except to the extent permitted by clause (i), (ii) or (iii) above), they shall either (x) reflect market terms and conditions (as determined by the Borrowers in good faith) at the time of incurrence or issuance of New Term Loans (or the obtaining of a commitment with respect thereto) or (y) be reasonably satisfactory to the Administrative Agent (it being understood that, (1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness or (2) no consent shall be required by the Administrative Agent or any of the Lenders if any covenants or other provisions are only applicable after the then-Latest Term Loan Maturity Date), (v) any New Term Loans may provide for the ability to participate (A) on a pro rata basis or non-pro rata basis in any voluntary prepayment of Term Loans made pursuant to Section 5.1 and (B) on a pro rata or less than pro rata basis (but not on a greater than pro rata basis, other than in the case of prepayment with proceeds of Indebtedness refinancing such New Term Loans) in any mandatory prepayment of Term Loans required pursuant to Section 5.2, (vi) New Term Loans may not be guaranteed by any Person which is not a Credit Party and (vii) if secured, any New Term Loans may not be secured by assets that do not constitute Collateral. For the avoidance of doubt, all parties to this Agreement hereby agree that the proviso to clause (iii) of this paragraph (d) does not apply with respect to any Tranche B-2 Term Loans and/or Tranche B-4 Term Loans (all of which such “MFN” protections have expired prior to the Amendment No. 6 Effective Date).
(e) Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Initial Revolving Credit Commitments and the related Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(i) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank equal in right of each Series shall be no shorter than the latest payment and of the final maturity of security with the Revolving Credit Loans and the Term Loans, ,
(ii) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Initial Revolving Credit Commitments and related Revolving Credit Loans at the time of incurrence of such Incremental Revolving Credit Commitments,
(iii) the Weighted Average Yield borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments, and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (v) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date,
(iv) subject to the provisions of Section 2.1(e) and Section 3.12 to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments of the same Series in accordance with their percentage of such Revolving Credit Commitments on the applicable Increased Amount Date (and except as provided in Section 2.1(e) and Section 3.12, without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued in respect of such Series),
(v) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(vi) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the New Term applicable Increased Amount Date,
(vii) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to such Increased Amount Date, and
(viii) the pricing, fees, maturity and other immaterial terms of the Additional Revolving Credit Loans of each Series may be different and shall be determined by Borrower the Borrowers and the applicable new Lenders thereunder so long as the final maturity date and shall be set forth in each applicable Joinder Agreement; providedthe weighted average maturity of any Additional Revolving Credit Loans and Additional Revolving Credit Commitments, howeveras applicable, the Weighted Average Yield applicable to the New Term Loans shall not be greater than earlier than, or shorter than, as the applicable Weighted Average Yield payable pursuant to case may be, the terms of this Agreement maturity date or the remaining weighted average life, as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitmentsapplicable, if not consistent with the terms of the Initial Term Revolving Credit Commitments and related Revolving Credit Loans, as applicable must be reasonably acceptable .
(ix) to the Term extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent. Agent or any of the Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness.
(f) Each Joinder Agreement may, without the consent of any other Lenders, effect such technical and corresponding amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.n
Appears in 1 contract
Sources: Credit Agreement (GoDaddy Inc.)
Incremental Facilities. Borrower may (a) The Borrower may, by written notice from Borrower to Revolving Facility the Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans or increases in Term Loans of any Class (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”) and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (ii) the Commitments”), by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 25,000,000 individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Loan Commitments shall be effective. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower shall provide to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be in reasonable detail and shall provide the calculations and basis therefor. The Borrower may approach any Lender or any Person (other than a natural Person) to provide all or a portion of the New Term Loan Commitments, as subject, if applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented proviso to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicableSection 2.14(b); provided that (x) any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a Commitment, (y) if any Affiliated Lender provides any New Term Loan Commitments or Loans thereunder, such Loans and Affiliated Lender shall be subject to Section 13.6(h) and shall be treated for such purpose as if it had purchased its Loan by assignment and (z) no Affiliated Lender may provide any Incremental Revolving Credit Commitment. Such In each case, such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such the applicable Increased Amount Date; provided that (1i) no Default or Event of Default (except in connection with an acquisition or investment (including any Permitted Acquisition or Investment), no Event of Default under Section 11.1(a) or Section 11.1(e)) shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, and subject in each case to Section 1.12, (ii) all representations and warranties made by any Credit Party contained herein or 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 and as of the applicable Increased Amount Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date,(provided that any such representation and warranty which is qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all respects) (provided that, in the case of any New Term Loan Commitments incurred in connection with a Limited Condition Acquisition, such representations and warranties shall be limited to certain specified representations and warranties consistent with customary “SunGard” limitations), (iii) Holdings is in compliance, after giving Pro Forma Effect to the incurrence of any such New Loan Commitments (and assuming that any Incremental Revolving Credit Commitments are fully drawn and without netting any cash proceeds of any Loans made under such New Loan Commitments), with the financial covenants set forth in Sections 10.7 and 10.8 calculated as of the most recent period of four (4) consecutive fiscal quarters for which Section 9.1 Financial Statements have been delivered, (iv) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Borrower and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); 5.4(e) and (4v) the Borrower shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower . No Lender shall deliver or cause have any obligation to be delivered provide any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transactionCommitments pursuant to this Section 2.14. Any New Term Loans made on an Increased Amount Date shall shall, at the election of the Borrower and agreed to by Lenders providing such New Term Loan Commitments, be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans (as long as such New Term Loans are fungible with such existing Term Loans) for all purposes of this Agreement. The proceeds On and after the Increased Amount Date, Loans shall be designated a separate Class of the New Additional Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower Credit Loans for working capital and general corporate all purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. Agreement.
(b) On any Increased Amount Date on which New Incremental Revolving Loan Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) with respect to New Revolving Credit Commitments, each of the Lenders with Revolving Lenders Credit Commitments of such Class shall assign to each of the Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lenders, Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving LendersCredit Commitments of such Class, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such the Revolving Loans of such Class will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of such Class after giving effect to the addition of such New Revolving Loan Credit Commitments to the Revolving Commitments, Credit Commitments of such Class and (b) (i) each New Incremental Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder under a New Revolving Credit Commitment (a “New Revolving Credit Loan”) and each Loan made under an Additional Revolving Credit Commitment (an “Additional Revolving Credit Loan” and, together with New Revolving Credit Loans, “Incremental Revolving Credit Loans”) shall be deemed, for all purposes, a Revolving Loan Loans and (cii) each New Revolving Loan Lender and each Lender with an Additional Revolving Credit Commitment (each an “Additional Revolving Loan Lender” and, together with the New Revolving Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Lender with respect to the New applicable Incremental Revolving Loan Credit Commitment and all matters relating thereto. ; provided that the Administrative Agent and the Letter of Credit Issuers shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Incremental Revolving Loan Lender’s providing such applicable Incremental Revolving Credit Commitment to the extent such consent, if any, would be required under Section 13.6(b) for an assignment of Revolving Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Loan Lender.
(c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Lender Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental Loans”) in an amount equal to its New Term Loan Commitment of such Series, Series and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof .
(yd) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as on terms and documentation set forth herein or in the Joinder Agreement as determined by the Borrower and the applicable Joinder Agreement. In any event New Term Loan Lenders; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date; (ii) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the then existing Initial Term Loans; (iii) the pricing, interest rate margins, discounts, premiums, rate floors, fees and amortization schedule applicable to any New Term Loans shall be determined by the Borrower and the New Term Loan Lenders thereunder; (iv) any such New Term Loan Commitments or New Term Loans shall rank equal in right of payment and of security (subject to control of remedies) with the Revolving Loans or and the Term Loans and (v) to the extent such terms and documentation are not consistent with the then existing Initial Term Loans (whichever is longestexcept to the extent permitted by clause (i), (ii) or (iii) above), they shall be reasonably satisfactory to the Administrative Agent (it being understood that, (1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Term Loans remaining outstanding after the issuance or incurrence of such Indebtedness and (2) no consent shall be required by the Administrative Agent or any of the Lenders if any such covenants or other provisions are only applicable after the Latest Term Loan Maturity Date).
(e) Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Initial Revolving Credit Commitments and the related Revolving Loans, other than the Maturity Date thereof and as set forth in this Section 2.14(e); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(i) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank equal in right of each Series shall be no shorter than the latest payment and of the final maturity of security with the Revolving Loans and the Term Loans, ,
(ii) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Maturity Date of the Initial Revolving Credit Commitments and related Initial Revolving Credit Loans at the time of incurrence of such Incremental Revolving Credit Commitments,
(iii) the Weighted Average Yield borrowing and repayment (except for (1) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (2) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (v) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments,
(iv) subject to the provisions of Section 3.12 with respect to Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments of the same Series in accordance with their percentage of such Revolving Credit Commitments on the applicable Increased Amount Date,
(v) the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(vi) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Loans on the applicable Increased Amount Date,
(vii) any Additional Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to such Increased Amount Date,
(viii) the pricing and fees applicable to any Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be the same as the Initial Revolving Credit Commitments and related Revolving Loans (provided that the applicable margin applicable to the New Term then-existing Revolving Loans of each Series shall may be determined by Borrower and the applicable new Lenders and shall increased if necessary to be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms applicable margin applicable to any Incremental Revolving Credit Loans), and
(ix) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Initial Term Loans, as applicable must be reasonably acceptable to Lenders if such financial maintenance covenant is also added for the Term Administrative Agent. benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness.
(f) Each Joinder Agreement may, without the consent of any other Lenders, effect such technical and corresponding amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent Agent, to effect the provision provisions of this Section 2.242.14 (including to provide that the applicable Incremental Loans will benefit from clauses (x) and (z) of the second sentence of Section 2.14(g)(i) and clause (b) of the sixth paragraph of Section 13.1).
(i) The Borrower may at any time, and from time to time, request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14(g). In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class, which such request shall be offered equally to all such Lenders) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall not be materially more restrictive to the Credit Parties (as determined in good faith by the Borrower), when taken as a whole, than the terms of the Term Loans of the applicable Existing Term Loan Class unless (x) the Lenders of the Term Loans of such applicable Existing Term Loan Class receive the benefit of such more restrictive terms or (y) any such provisions apply after the Initial Term Loan Maturity Date (a “Permitted Other Provision”); provided, however, that (x) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.5. or in the Joinder Agreement, as the case may be, with respect to the Existing Term Loan Class from which such Extended Term Loans were converted, in each case as more particularly set forth in paragraph (iv) of this Section 2.14(g) below); provided that the weighted average life to maturity of all Extended Term Loans shall be no shorter than the weighted average life to maturity of the Existing Term Loan Class from which such Extended Te
Appears in 1 contract
Incremental Facilities. Borrower may (a) The Parent Borrower may by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans (including on a delayed draw basis) (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (ii) the Commitments”), by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 (or the Dollar Equivalent thereof) individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date on which the Parent Borrower proposes that the New Loan Commitments shall be effective (eachthe effective date, an the “Increased Amount Date”), the Borrowers (including by appointing a Guarantor (other than Holdings) on as a “Borrower”, subject to customary “know your customer” and equivalent procedures and compliance with Section 1.13 (which Borrower proposes that the New Revolving Loan Commitments or shall be deemed to apply to New Term Loan Commitments, as applicablemutatis mutandis)) to which such New Loan Commitments will be available and the currency in which such New Loan Commitments will be borrowed. Subject to Section 1.11(c), in connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Parent Borrower shall provide to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be effective, which in reasonable detail and shall be a date not less than 10 Business Days after provide the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agentcalculations and basis therefor. Borrower The Borrowers may invite approach any Lender or any Person (other Person that is an Eligible Assignee (each, than a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicablenatural Person) to provide all or a portion of the New Revolving Loan Commitment or New Term Loan Commitment, as applicableCommitments; provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such In each case, such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such the applicable Increased Amount Date; provided that (1i) (A) subject to Section 1.11(c), no Default or Event of Default under Section 11.1 or Section 11.5 (solely with respect to a Borrower) shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses applicable and (a), (fB) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth condition in Section 3.2(a)(iii7.1(b) shall be satisfied; provided satisfied (it being understood that all references to “the date of such Credit Event” or similar language in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) such Section 7.1 shall be limited only deemed to representations set forth refer to the applicable date determined in Sections 4.1accordance with Section 1.11(c)); provided, 4.2further, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by that the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, lenders providing such New Revolving Loan Commitments or New Term Loans Commitmentsmay modify and/or waive the requirement regarding the condition in Section 7.1(b) for all purposes hereunder, as applicable; (3ii) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Parent Borrower and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e5.4(e); , (4iii) Borrower the New Loan Commitments (x) shall not be incurred or guaranteed by any Subsidiary other than any Credit Party and (y) if secured, shall not be secured by any assets other than the Collateral and (iv) the Borrowers shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the New Revolving Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments or pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Parent Borrower and agreed to by Lenders providing such New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. The proceeds On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of the New Additional Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower Credit Loans for working capital and general corporate all purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. Agreement.
(b) On any Increased Amount Date on which New Incremental Revolving Loan Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) with respect to New Revolving Credit Commitments, each of the Lenders with Revolving Lenders Credit Commitments of such Class shall assign to each of the Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lenders, Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving LendersCredit Commitments of such Class, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans of such Revolving Loans Class will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of such Class after giving effect to the addition of such New Revolving Loan Credit Commitments to the Revolving Credit Commitments, and (b) with respect to Incremental Revolving Credit Commitments, (bi) each New Incremental Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and and, each Loan made thereunder under a New Revolving Credit Commitment (a “New Revolving Credit Loan”) and each Loan made under an Additional Revolving Credit Commitment (an “Additional Revolving Credit Loan” and, together with New Revolving Credit Loans, the “Incremental Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Loan Credit Loans and (cii) each New Revolving Loan Lender and each Lender with an Additional Revolving Credit Commitment (together with the New Revolving Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Lender with respect to the New Revolving Loan Credit Commitment and all matters relating thereto. ; provided that the Administrative Agent and the Letter of Credit Issuer shall have consented (not to be unreasonably withheld, delayed or conditioned) to such Lender’s or Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to the extent such consent, if any, would be required under Section 13.6(a) for an assignment of Revolving Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Loan Lender.
(c) On any Increased Amount Date or after the date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Lender Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to Borrower the Borrowers, as specified in the applicable Notice of Borrowing, (a “New Term Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental Loans”) in an amount equal up to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof .
(yd) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as on terms and documentation set forth herein or in the applicable Joinder Agreement. In any event Agreement as determined by the Parent Borrower; provided that (i) subject to the Inside Maturity Exceptions, the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date (as in effect at the time of such incurrence or obtaining of a commitment with respect thereto); (ii) subject to the Inside Maturity Exceptions, the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the remaining weighted average life to maturity of the Revolving Loans or the then existing Initial Term Loans (whichever calculated without giving effect to prepayments of the Term Loans) (as in effect at the time of such incurrence or obtaining of a commitment with respect thereto), (iii) the mandatory prepayments of the New Term Loans shall be made on a pro rata basis (or less than pro rata basis) with all other Initial Term Loans in the case of mandatory prepayments applicable to the Initial Term Loans, (iv) the pricing, interest rate margins, discounts, premiums, rate floors, fees, and amortization schedule applicable to any New Term Loans shall be determined by the Borrower(s) and the Lenders thereunder; provided that in the case of broadly syndicated term loan “B” Dollar-denominated New Term Loans that are pari passu in right of payment and security with the then existing Initial Term Loans, if the Effective Yield for Eurocurrency Loans in respect of such New Term Loans exceeds the Effective Yield for Eurocurrency Loans in respect of the then existing Initial Term Loans by more than 0.75%, the Applicable Margin for Eurocurrency Loans in respect of the then existing Initial Term Loans shall be adjusted so that the Effective Yield in respect of the then existing Initial Term Loans is longestequal to the Effective Yield for Eurocurrency Loans in respect of the New Term Loans minus 0.75% (this proviso, the “MFN Provision”) (provided, that to the extent such increase in Effective Yield is the result of a higher Eurocurrency floor with respect to such New Term Loans, the increase in Effective Yield for the existing Initial Term Loans shall take the form of an increase in the Eurocurrency floor for such Initial Term Loans to the extent of the Effective Yield differential); provided, further, that the MFN Provision shall not apply to (1) New Term Loans incurred on or after the date that is 6 months after the Closing Date, (2) New Term Loans scheduled to mature on or after the date that is one year after the Initial Term Loan Maturity Date, (3) any New Term Loans originally incurred in reliance upon the Shared Incremental Amount or the Prepayment and Extension Amount, (4) any New Term Loans incurred in connection with a Permitted Acquisition or other permitted Investment or to refinance Indebtedness incurred in connection with a Permitted Acquisition or other permitted Investment, (5) any New Term Loans having an aggregate principal amount not exceeding the greater of $191,000,000 and 100% of Consolidated EBITDA as of the last day of the most recently ended Test Period, as selected by the Parent Borrower and (6) any New Term Loans that constitutes a bridge facility (clauses (1), (2), (3), (4), (5) and (6), collectively, the “MFN Exceptions”); and (v) to the extent such terms and documentation are materially more favorable to the New Term Loan Lenders than the terms of the existing Initial Term Loans (except to the extent permitted by clause (i), (ii), (iii) or (iv) above), they shall be either (A) reasonably satisfactory to the Administrative Agent (provided that no consent shall be required by the Administrative Agent or any of the Lenders if any covenants or other provisions are only applicable after the Initial Term Loan Maturity Date or if such covenants or other provisions are added for the benefit of the Initial Term Loans), (B) then-current market terms (as determined by the Borrower in good faith at the time of incurrence or issuance (or the obtaining of a commitment with respect thereto)) for the applicable type of Indebtedness or (C) applicable only to periods after the Initial Term Loan Maturity Date.
(e) Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Initial Revolving Credit Commitments and the related Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(i) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right of each Series shall be no shorter than the latest payment and of the final maturity of security with the Revolving Credit Loans and the Term Loans, ,
(iiiii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not be greater mature earlier than the applicable Weighted Average Yield payable pursuant to Initial Revolving Credit Commitments and related Revolving Credit Loans at the terms time of this Agreement as amended through the date incurrence of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Incremental Revolving Credit Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.,
Appears in 1 contract
Incremental Facilities. Borrower may (a) Holdings may by written notice from Borrower to Revolving Facility the Applicable Administrative Agent, Agent elect to request (A) prior to the Maturity Date of the U.S. Dollar Revolving Commitment Termination DateCredit Facility, an increase to the existing U.S. Dollar Revolving Credit Commitments (any such increase, the “New Incremental U.S. Dollar Revolving Loan Commitments”), (B) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity DateDate of the Multicurrency Revolving Credit Facility, an increase to the existing Multicurrency Revolving Credit Commitments (any such increase, the “Incremental Multicurrency Revolving Commitments”), (C) prior to the Maturity Date of the Term A Facility, the establishment of one or more new term loan A commitments (the “New Incremental Term Loan A Commitments”), in an aggregate principal amount and/or (D) prior to the Maturity Date of the Term B Facility, the establishment of one or more new term loan B commitments (i) the New “Incremental Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal B Commitments”), by an amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 250,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental AmountCapacity”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is ) and not less than $5,000,000 (or such lesser amount which 25,000,000 individually; provided that the Incremental U.S. Dollar Revolving Commitments, the Incremental Multicurrency Revolving Commitments and the Incremental Term Loan A Commitments, collectively, shall not exceed $100,000,000 in the aggregate. For purposes of this Section 2.14, any Incremental Term Loans that amortize at a rate greater than 1.0% per annum shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New deemed to be Incremental Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amountA Loans. Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which Borrower Holdings proposes that the New Incremental U.S. Dollar Revolving Commitments, Incremental Multicurrency Revolving Commitments, Incremental Term Loan A Commitments or New Incremental Term Loan B Commitments, as applicable, shall be effective, which shall be a date not less than 10 ten (10) Business Days after the date on which such notice is delivered to the Term Applicable Administrative Agent (or such shorter period of time as consented may be agreed to by the Term Applicable Administrative Agent. Borrower may invite any Agent in its sole discretion), (ii) the identity of each Lender or other Person that is Person, which must be an Eligible Assignee (each, a an “New Incremental U.S. Dollar Revolving Loan Lender”, “Incremental Multicurrency Revolving Loan Lender”, “Incremental Term Loan A Lender” or “New Incremental Term Loan B Lender”, as applicable) to provide a New whom Holdings proposes any portion of such Incremental U.S. Dollar Revolving Loan Commitment or New Commitments, Incremental Multicurrency Revolving Commitments, Incremental Term Loan CommitmentA Commitments or Incremental Term Loan B Commitments, as applicable; provided that any , be allocated and the amounts of such allocations, (iii) in the case of Incremental Term Loan A Commitments, whether the loans to be made with respect thereto will be made in U.S. Dollars or Canadian Dollars and (iv) in the case of Incremental Term Loan A Commitments, whether the Borrower with respect thereto will be Holdings or SpinCo. Any Lender approached to provide all or a portion of the New Incremental U.S. Dollar Revolving Commitments, Incremental Multicurrency Revolving Commitments Incremental Term Loan A Commitments or New Incremental Term Loan B Commitments may elect or decline, in its sole discretion, to provide a New an Incremental U.S. Dollar Revolving Commitment, an Incremental Multicurrency Revolving Commitment, an Incremental Term Loan A Commitment or a New an Incremental Term Loan B Commitment. Such New Incremental U.S. Dollar Revolving Commitments, Incremental Multicurrency Revolving Commitments Incremental Term Loan A Commitments or New Incremental Term Loan B Commitments shall become effective as of such Increased Amount Date; provided that (1i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Incremental U.S. Dollar Revolving Commitments, Incremental Multicurrency Revolving Commitments, Incremental Term Loan A Commitments or New Incremental Term Loan B Commitments, as applicable; provided that in , and the case extensions of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is credit to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist be made thereunder on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicabledate; (2ii) both before and immediately after giving effect to the making of any Series of New Incremental Term A Loans or Incremental Term B Loans, each of the conditions set forth in Section 3.2(a)(iii) 4.03 shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2iii) Holdings shall be limited only to representations in pro forma compliance with each of the covenants set forth in Sections 4.1Section 7.11 and the Senior Secured Leverage Ratio of Holdings shall be less than or equal to 2.50:1.00, 4.2in each case as of the last day of the most recently ended fiscal quarter and as of the Increased Amount Date (assuming for such purpose that the relevant ratios shall have been calculated taking into account all Consolidated Funded Indebtedness outstanding on such date, 4.3Consolidated EBITDA as of the most recently completed Measurement Period and the Consolidated Cash Interest Expense for such Measurement Period (assuming for such purpose that such Consolidated Funded Indebtedness had been outstanding on the first day of and through the end of such Measurement Period and measuring such ratios against those for the most recently ended period in question set forth in Section 7.11 (as applicable))) after giving effect to such Incremental U.S. Dollar Revolving Commitments, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Incremental Multicurrency Revolving Loan Lenders or New Commitments Incremental Term Loan Lenders, as applicable, providing such New Revolving Loan A Commitments or New Incremental Term Loans CommitmentsLoan B Commitments and the extensions of credit to be made thereunder on such date, as applicable; (3iv) the New Incremental U.S. Dollar Revolving Commitments, Incremental Multicurrency Revolving Commitments Incremental Term Loan A Commitments or New Incremental Term Loan B Commitments, as applicable, shall be effected pursuant to one or more Incremental Joinder Agreements executed and delivered by BorrowerHoldings, SpinCo or the applicable Revolving Credit Borrowers, as applicable, the New Incremental U.S. Dollar Revolving Loan Lender or New Lender(s), the Incremental Multicurrency Revolving Loan Lender(s), the Incremental Term Loan LenderA Lender(s) or the Incremental Term Loan B Lender(s), as applicable, and applicable the Applicable Administrative Agent, and each of which shall be recorded in the Register (and each New Incremental U.S. Dollar Revolving Loan Lender, Incremental Multicurrency Revolving Loan Lender, Incremental Term Loan A Lender and New Incremental Term Loan B Lender shall be subject to the requirements set forth in Section 2.20(e3.01); (4v) Borrower the Incremental Facilities shall make any payments required pursuant rank pari passu in right of security with the Revolving Credit Facilities, the Term A Facility and the Term B Facility, (vi) all reasonable fees and out-of-pocket expenses actually incurred owing to Section 2.18(cthe Applicable Administrative Agent and the Lenders (other than a Defaulting Lender) in connection with respect of the New Incremental U.S. Dollar Revolving Loan Commitments or New Commitments, Incremental Multicurrency Revolving Commitments, Incremental Term Loan CommitmentsA Commitments and Incremental Term Loan B Commitments shall have been paid, as applicable; (vii) the incurrence of Incremental Term Loans, Incremental Revolving Commitments and/or Incremental Revolving Loans shall be permitted at such time under the Existing Senior Subordinated Notes Documents, the SpinCo Notes Documents and any other indenture, loan agreement or other material agreement to which Holdings, SpinCo or any of their respective Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be subject and (5viii) Borrower Holdings shall deliver or cause to be delivered any legal opinions or opinions, officer’s certificates and such other documents (including modifications of Mortgages and title insurance endorsements or policies) reasonably requested by the applicable Applicable Administrative Agent in connection with any such transaction. Any New Incremental Term A Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Incremental Term A Loans for all purposes of this Agreement. The proceeds Agreement or, if made on terms identical to the Term A Loans, may constitute a part of the New Revolving Loan Commitments Term A Facility, and New any Incremental Term Loan Commitments may B Loans made on an Increased Amount Date shall be applied by Borrower designated a separate Series of Incremental Term B Loans for working capital and general corporate all purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement includingor, without limitationif made on terms identical to the Term B Loans, may constitute a part of the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. B Facility.
(b) On any Increased Amount Date on which New Incremental U.S. Dollar Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (ai) each of the existing U.S. Dollar Revolving Credit Lenders shall assign to each of the New Incremental U.S. Dollar Revolving Loan Lenders, and each of the New Incremental U.S. Dollar Revolving Loan Lenders shall purchase from each of the existing U.S. Dollar Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the U.S. Dollar Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such U.S. Dollar Revolving Loans will be held by existing U.S. Dollar Revolving Loan Lenders and New Incremental U.S. Dollar Revolving Loan Lenders ratably in accordance with their U.S. Dollar Revolving Credit Commitments after giving effect to the addition of such New Incremental U.S. Dollar Revolving Loan Commitments to the Revolving Credit Commitments, (bii) each New Incremental U.S. Dollar Revolving Loan Commitment shall be deemed for all purposes a U.S. Dollar Revolving Commitment and each Loan made thereunder (a an “New Incremental U.S. Dollar Revolving Loan”) shall be deemed, for all purposes, a U.S. Dollar Revolving Loan and (ciii) each New Incremental U.S. Dollar Revolving Loan Lender shall become a Lender with respect to the New Incremental U.S. Dollar Revolving Loan Commitment and all matters relating thereto. .
(c) On any Increased Amount Date on which Incremental Multicurrency Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the existing Multicurrency Revolving Credit Lenders shall assign to each of the Incremental Multicurrency Revolving Loan Lenders, and each of the Incremental Multicurrency Revolving Loan Lenders shall purchase from each of the existing Multicurrency Revolving Credit Lenders, at the principal amount thereof (together with accrued interest), such interests in the Multicurrency Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Multicurrency Revolving Credit Loans will be held by existing Multicurrency Revolving Credit Lenders and Incremental Multicurrency Revolving Loan Lenders ratably in accordance with their Multicurrency Revolving Credit Commitments after giving effect to the addition of such Incremental Multicurrency Revolving Commitments to the Revolving Credit Commitments, (ii) each Incremental Multicurrency Revolving Commitment shall be deemed for all purposes a Multicurrency Revolving Credit Commitment and each Loan made thereunder (an “Incremental Multicurrency Revolving Loan”) shall be deemed, for all purposes, a Multicurrency Revolving Credit Loan and (iii) each Incremental Multicurrency Revolving Loan Lender shall become a Lender with respect to the Incremental Multicurrency Revolving Commitment and all matters relating thereto.
(d) On any Increased Amount Date on which any New Incremental Term Loan A Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Incremental Term Loan A Lender of any Series shall make a Loan to Borrower Holdings or SpinCo (a an “New Incremental Term A Loan”) in an amount equal to its New Incremental Term Loan A Commitment of such Series, Series and (ii) each New Incremental Term Loan A Lender of any Series shall become a Lender hereunder with respect to the New Incremental Term Loan A Commitment of such Series and the New Incremental Term A Loans of such Series made pursuant thereto. .
(e) On any Increased Amount Date on which any Incremental Term Loan B Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan B Lender of any Series shall make a Loan to Holdings (an “Incremental Term B Loan” and, together with the Incremental Term A Loans, the “Incremental Term Loans”) in an amount equal to its Incremental Term Loan B Commitment of such Series and (ii) each Incremental Term Loan B Lender of any Series shall become a Lender hereunder with respect to the Incremental Term Loan B Commitment of such Series and the Incremental Term B Loans of such Series made pursuant thereto.
(f) The applicable Applicable Administrative Agent shall notify the Lenders promptly upon receipt of Borrower’s Holdings’ notice of each Increased Amount Date and in respect thereof (yi) the New Incremental Revolving Loan Commitments and the New Incremental Revolving Loan Lenders, the Series of Incremental Term Loan A Commitments and the Incremental Term Loan A Lenders of such Series or the Series of New Incremental Term Loan B Commitments and the New Incremental Term Loan B Lenders of such Series, as applicable, applicable and (zii) in the case of each notice to any applicable Revolving Credit Lender, the respective interests in such Revolving Credit Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section 2.24. The 2.14.
(g) Except as otherwise provided herein, the terms and documentation in respect of any Incremental Term A Loans and Incremental Term Loan A Commitments shall be reasonably satisfactory to Holdings, the Applicable Administrative Agent and the Incremental Term Loan A Lenders; provided that the terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Incremental Term A Loans and New Incremental Term Loan A Commitments of any Series shall be be, except as otherwise set forth herein or as otherwise agreed by Holdings, the Applicable Administrative Agent and the Incremental Term Loan A Lenders and set forth in the applicable Incremental Joinder Agreement, identical to the Term A Loans. In any event Notwithstanding the foregoing, (i) the weighted average life Weighted Average Life to maturity Maturity of all New Incremental Term A Loans of any Series shall be no shorter than the weighted average life Weighted Average Life to maturity Maturity of the Revolving Loans or the Initial Term Loans (whichever is longest)A Loans, (ii) the applicable Incremental Term Loan A Maturity Date of each Series shall be no shorter than the latest final maturity date of the final maturity of the Revolving Loans and the Term A Loans, and (iii) the Weighted Average Yield yield applicable to the New Incremental Term A Loans of each Series shall be determined by Borrower Holdings and the applicable new Lenders and shall be set forth in each applicable Incremental Joinder Agreement; provided, however, that if the Weighted Average All-in Yield applicable to the New Incremental Term A Loans exceeds the applicable All-in Yield of the Term A Loans by more than 0.50% per annum, the applicable interest rate of the Term A Loans shall not be greater than increased (without further consent of the affected Lenders) so that the All-in Yield applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Incremental Term A Loans plus is not more than 0.50% per annum unless more than the interest rate with respect All-in Yield applicable to the Initial Term A Loans.
(h) Except as otherwise provided herein, the terms and documentation in respect of any Incremental Term B Loans and Incremental Term Loan is increased so B Commitments shall be reasonably satisfactory to Holdings, the Applicable Administrative Agent and the Incremental Term Loan B Lenders; provided that the terms and provisions of the Incremental Term B Loans and Incremental Term Loan B Commitments of any Series shall be, except as otherwise set forth herein or as otherwise agreed by Holdings, the Applicable Administrative Agent and the Incremental Term Loan B Lenders and set forth in the Incremental Joinder Agreement, identical to cause the then applicable Weighted Average Yield under this Agreement on Term B Loans. Notwithstanding the Initial Term Loans to equal foregoing, (i) the Weighted Average Yield then Life to Maturity of all Incremental Term B Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Term B Loans, (ii) the applicable Incremental Term Loan B Maturity Date of each Series shall be no shorter than the latest final maturity date of the Term B Loans, and (iii) the yield applicable to the New Incremental Term B Loans less of each Series shall be determined by Holdings and the applicable new Lenders and shall be set forth in each applicable Incremental Joinder Agreement; provided, however, that if the All-in Yield applicable to the Incremental Term B Loans exceeds the applicable All-in Yield of the Term B Loans by more than 0.50% and (iv) all other terms per annum, the applicable interest rate of the New Term B Loans and New Term Loan Commitments, if not consistent with the terms shall be increased (without further consent of the Initial Term Loans, as affected Lenders) so that the All-in Yield applicable must be reasonably acceptable to the Incremental Term Administrative Agent. Each Joinder Agreement may, without B Loans is not more than 0.50% per annum more than the consent of any other Lenders, effect such amendments All-in Yield applicable to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.th
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Sources: Credit Agreement (Acco Brands Corp)
Incremental Facilities. Borrower may (a) The Borrower or any Guarantor may, from time to time after the Closing Date, upon notice by written notice from the Borrower to Revolving the Person appointed by the Borrower to arrange an incremental Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increasePerson, the “New Revolving Loan CommitmentsIncremental Arranger”) and/or (b) by written notice from Borrower to specifying the proposed amount thereof and the Term Administrative Agent elect to proposed currency denomination thereof, request prior to (i) the Maturity Date, the establishment addition of one or more new term loan facilities, in each case, in such currency or currencies as the Borrower identifies in such notice (each, a “New Term Facility”; and any advance made by a Lender thereunder, a “New Term Loan”; and the commitments (thereof, the “New Term Commitment”) and/or (ii) an increase in the amount of the Revolving Credit Commitments (a “Revolving Commitment Increase”; and, together with the New Term Commitments, the “New Loan Commitments”), in an aggregate ) by (or in) a principal amount not to exceed the sum of (such sum, at any such time, the “Available Incremental Amount”):
(i) the New Term Loan Commitments and sum of (the New Revolving Loan Commitments plus amount available under this clause (iii), the “Cash-Capped Incremental Facility”) (I) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess greater of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus 500,000,000 and (B) at Borrower’s option35% of Consolidated EBITDA of the Group Parties, minus (II) Incremental Equivalent Cash Component Debt, plus
(ii) an unlimited amount of New Term Loan Commitments and/or (the New Revolving Loan Commitments “Ratio-Based Incremental Facility”) so long as the First Lien Net Maximum Leverage Ratio Requirement is no more than 4.25:1.00 as satisfied and
(iii) an amount equal to (1) all voluntary prepayments, redemptions and repurchases and payments (including prepayments at a discount to par and open market purchases, giving credit to the principal amount of the last day Indebtedness repurchased and all prepayments and permanent commitment reductions) made by Holdings or any of its Subsidiaries in respect of (I) Indebtedness originally incurred or guaranteed by any Loan Party in reliance on the Cash-Capped Incremental Facility and (II) any refinancing, replacement or extension of any of the Fiscal Quarter most recently ended for which foregoing (in each case of prepayments of a Compliance Certificate required under Section 5.1(crevolving facility, to the extent accompanied by a corresponding permanent commitment reduction), and (2) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) permanent commitment reductions of the definition of Consolidated Total Debt Revolving Credit Facility and other revolving credit facilitates established in calculating reliance on the First Lien Net Leverage Ratio for purposes of this Section 2.24 and“Cash-Capped Incremental Facility” or the “Ratio-based Incremental Facility”, in to the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), andextent, in each case, not funded with respect to the proceeds of long term Indebtedness (other than any (I) revolving indebtedness and intercompany loans or (II) without duplication, any Revolving Commitment Increase, New Revolving Loan Commitment, assuming a borrowing of Term Loans or Incremental Equivalent Debt incurred in reliance on the maximum amount of Loans available thereunder Prepayment-Based Incremental Facility (such aggregate amount, the “Prepayment-Based Incremental AmountFacility”). Each ); provided that any such request for a New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal minimum amount that is not less than $5,000,000 of the lesser of (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between x) $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the entire amount of any New Revolving Loan Commitment that may be requested under this Section 2.14; provided further that for purposes of any New Loan Commitments established pursuant to this Section 2.14, (A) unless otherwise elected by the Borrower, the Borrower shall be deemed to have used amounts under the Ratio-Based Incremental Facility (to the extent permitted thereby) prior to utilization of the Cash-Capped Incremental Facility and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24Prepayment-Based Incremental Facility.
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Incremental Facilities. Borrower may (a) Any Borrower may by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, (i) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”)) denominated in Dollars or any Alternative Currency, in an aggregate principal amount of (i) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) prior to the aggregate principal amount of Debt Incurred pursuant Multicurrency Revolving Credit Commitment Termination Date, an increase to Sections 6.1(b)(xxiiithe existing Multicurrency Revolving Credit Commitments (any such increase, the “New Multicurrency Revolving Credit Commitments”) and and/or (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (Aiii) prior to date of determination plus (B) at Borrower’s optionthe USD Revolving Credit Commitment Termination Date, an unlimited increase to the existing USD Revolving Credit Commitments (any such increase, the “New USD Revolving Credit Commitments”); provided the aggregate amount of New Term Loan Commitments and/or all such increased commitments and new loans, together with any Permitted Incremental Equivalent Debt incurred from and after the New Revolving Loan Commitments so long as RestatementSecond Amendment Effective Date and at or prior to such time, does not exceed the First Lien sum of (1) $750,000,0001,000,000,000 and (2) the maximum amount that would not cause the Net Senior Secured Leverage Ratio is no more than 4.25:1.00 to exceed 3.504.00 :1.00 (calculated on a pro forma basis as of the last day of the Fiscal Quarter then-most recently ended Fiscal Quarter as if all such incremental or increased Commitments had been fully drawn on such date but without netting the proceeds thereof) (the “Incremental Cap”; for which a Compliance Certificate required under Section 5.1(cthe avoidance of doubt, clause (1) has been delivered, of this basket shall be reset and shall otherwise be fully available as of the Restatement Date after giving effect to the making of the 2017 Incremental Term Loans);Second Amendment Effective Date); provided further that any such incurrence on a Pro Forma Basis (and excluding the proceeds Obligations incurred by any Foreign Subsidiary in respect of any New Term Loan Commitments or New Revolving Loans and/or New Term Loans from Unrestricted Cash in Credit Commitments (such Obligations of such Foreign Subsidiaries, the “Priority Incremental Obligations”) shall not exceed, together with any Indebtedness incurred pursuant to Sections 7.01(f) to the extent incurred by non-Loan Parties, 7.01(m)(ii), 7.01(n)(i) and 7.01(q), the Priority Debt Cap. For the avoidance of doubt, (i) such increased commitments and new loans maybe incurred under clause (b2) of the definition of Consolidated Total Debt immediately preceding sentence in calculating Borrower’s sole discretion prior to being allocated by the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in Borrower to the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing amount allowed under clause (1) from the immediately preceding sentence and (ii) the 2017 Incremental Term Loans shall not reduce clause (1) of the maximum amount of Loans available thereunder (Incremental Cap. Any such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment increased commitment or New Revolving Loan Commitment new loan shall be in a principal an amount that is not less than $5,000,000 (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), 25,000,000 individually and integral multiples of $1,000,000 10,000,000 in excess of that amount. Each such notice from the applicable Borrower shall specify (a) the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the New Multicurrency Revolving Loan Credit Commitments, New USD Revolving Credit Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 five (5) Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any , (b) in the case of New Term Loan Commitments or New Multicurrency Revolving Credit Commitments, the currency in which such Incremental Facility shall be denominated and (c) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Multicurrency Revolving Loan Credit Lender”, “New USD Revolving Credit Lender” or “New Term Loan Lender”, ,” as applicable) to provide a whom the applicable Borrower proposes any portion of such New Revolving Loan Commitment Credit Commitments or New Term Loan CommitmentCommitments, as applicable, be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Revolving Credit Commitments or New Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Revolving Loan Credit Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Credit Commitment or a New Term Loan Commitment. Such New Revolving Loan Credit Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Credit Commitments or New Term Loan Commitments, as applicable; (2ii) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) 4.02 shall be satisfied; (iii) the Company and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 7.07 (calculated on a pro forma basis as of the last day of the then-most recently ended Fiscal Quarter as if all such incremental or increased Commitments had been fully drawn on such date but without netting the proceeds thereof) (provided that in that, to the case extent the proceeds of New Revolving Loan Commitments or Loans made pursuant to any New Term Loan Commitments the purpose of which is Commitment will be used to finance consummate a Permitted Acquisition or other similar InvestmentLimited Condition Acquisition, the representations requirements specified in clauses (i), (ii) and warranties (iii) above shall only be required under this clause (2) shall to be limited only satisfied on the date on which definitive purchase or merger agreements with respect to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicableLimited Condition Acquisition are entered into); (3iv) the New Revolving Loan Credit Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the applicable Borrower, the each New Revolving Loan Credit Lender or New Term Loan Lender, as applicable, and applicable the Administrative Agent, and each of which shall be recorded in the Register Register, and each New Revolving Loan Credit Lender and or New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e3.01(e); (4v) Borrower the applicable Borrower(s) shall make any payments required pursuant to Section 2.18(c) 3.05 in connection with the New Revolving Loan Credit Commitments or New Term Loan Commitments, as applicable; and (5vi) Borrower the Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. .
(i) On any Increased Amount Date on which New Multicurrency Revolving Loan Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (aA) each of the Multicurrency Revolving Credit Lenders shall assign to each of the New Multicurrency Revolving Loan Credit Lenders, and each of the New Multicurrency Revolving Loan Credit Lenders shall purchase from each of the Multicurrency Revolving Credit Lenders, at the principal amount thereof (together with accrued interest), such interests in the Multicurrency Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Multicurrency Revolving Credit Loans will be held by existing Multicurrency Revolving Credit Lenders and New Multicurrency Revolving Loan Credit Lenders ratably in accordance with their Multicurrency Revolving Credit Commitments after giving effect to the addition of such New Multicurrency Revolving Loan Credit Commitments to the Multicurrency Revolving Credit Commitments, (bB) each of the Multicurrency Revolving Credit Lenders shall automatically and without further act be deemed to have assigned to each of the New Multicurrency Revolving Credit Lenders, and each such New Multicurrency Revolving Credit Lender will automatically and without further act be deemed to have assumed, a portion of such Multicurrency Revolving Credit Lender’s participations hereunder in outstanding Multicurrency Letters of Credit as shall be necessary in order that, after giving effect to all such assignments, such participations in Multicurrency Letters of Credit will be held by existing Multicurrency Revolving Credit Lenders and New Multicurrency Revolving Credit Lenders ratably in accordance with their Multicurrency Revolving Credit Commitments after giving effect to the addition of such New Multicurrency Revolving Credit Commitments to the Multicurrency Revolving Credit Commitments, (C) each New Multicurrency Revolving Loan Credit Commitment shall be deemed for all purposes a Multicurrency Revolving Credit Commitment and each Loan made thereunder (a “New Multicurrency Revolving Credit Loan”) shall be deemed, for all purposes, a Multicurrency Revolving Credit Loan and (cD) each New Multicurrency Revolving Loan Credit Lender shall become a Lender with respect to the New Multicurrency Revolving Loan Credit Commitment and all matters relating thereto. .
(ii) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (iA) each New Term Loan Lender of any Series shall make a Loan to the applicable Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, Series and (iiB) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. .
(iii) On any Increased Amount Date on which New USD Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (A) each of the USD Revolving Credit Lenders shall assign to each of the New USD Revolving Credit Lenders, and each of the New USD Revolving Credit Lenders shall purchase from each of the USD Revolving Credit Lenders, at the principal amount thereof (together with accrued interest), such interests in the USD Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such USD Revolving Credit Loans will be held by existing USD Revolving Credit Lenders and New USD Revolving Credit Lenders ratably in accordance with their USD Revolving Credit Commitments after giving effect to the addition of such New USD Revolving Credit Commitments to the USD Revolving Credit Commitments, (B) each of the USD Revolving Credit Lenders shall automatically and without further act be deemed to have assigned to each of the New USD Revolving Credit Lenders, and each such New USD Revolving Credit Lender will automatically and without further act be deemed to have assumed, a portion of such USD Revolving Credit Lender’s participations hereunder in outstanding USD Letters of Credit as shall be necessary in order that, after giving effect to all such assignments, such participations in USD Letters of Credit will be held by existing USD Revolving Credit Lenders and New USD Revolving Credit Lenders ratably in accordance with their USD Revolving Credit Commitments after giving effect to the addition of such New USD Revolving Credit Commitments to the USD Revolving Credit Commitments, (C) each New USD Revolving Credit Commitment shall be deemed for all purposes a USD Revolving Credit Commitment and each Loan made thereunder (a “New USD Revolving Credit Loan”) shall be deemed, for all purposes, a USD Revolving Credit Loan and (D) each New USD Revolving Credit Lender shall become a Lender with respect to the New USD Revolving Credit Commitment and all matters relating thereto.
(c) The applicable Administrative Agent shall notify the Lenders promptly upon receipt of a Borrower’s notice of each Increased Amount Date and in respect thereof (yx) the New Multicurrency Revolving Loan Credit Commitments and the New Multicurrency Revolving Loan Credit Lenders, the New USD Revolving Credit Commitments and the New USD Revolving Credit Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (zy) in the case of each notice to any Revolving Credit Lender, the respective interests in such Revolving Credit Lender’s Revolving Loans, in each case Credit Loans subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. Section.
(d) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be be, except as otherwise set forth herein or in the applicable Joinder AgreementAgreement and reasonably acceptable to the Administrative Agent, substantially the same as the Term Loans (in the case of a Non-Institutional Incremental Facility) or, not materially more favorable, taken as a whole, not materially less favorable to the Companyinvestors than the Term Loans (in the case of an Institutional Incremental Facility). It being agreed by all parties hereto that the New Term Loan may be subject to an excess cash flow sweep to the extent the Borrower and the lender(s) of the New Term Loan agree to the terms thereof. The terms and provisions of the New Multicurrency Revolving Credit Loans shall be identicalsubstantially similar to the Multicurrency Revolving Credit Loans. The terms and provisions of the New USD Revolving Credit Loans shall be identicalsubstantially similar to the USD Revolving Credit Loans. In any event (i) (A) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans and (whichever is longest), (iiB) the applicable New Term Loan Maturity Date of each Series shall be no shorter earlier than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the Latest Maturity Date; provided that a Borrower may incur New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall that do not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and satisfy clauses (ivA) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.and
Appears in 1 contract
Sources: Refinancing Amendment (Hologic Inc)
Incremental Facilities. Borrower may (a) The Borrowers may by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans or increases in Term Loans of any Class (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Loan Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (ii) the Commitments”), by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples which may be incurred in Dollars, Euros or Sterling. In connection with the incurrence of $1,000,000 in excess any Indebtedness under this Section 2.14, at the request of that amount. Each such notice the Administrative Agent, the Borrowers shall specify provide to the date (each, an “Increased Amount Date”) on which Borrower proposes Administrative Agent a certificate certifying that the New Revolving Loan Commitments or New Term Loan Commitmentsdo not exceed the Maximum Incremental Facilities Amount, as applicable, which certificate shall be effectivein reasonable detail and shall provide the calculations and basis therefor and, which shall be a date not less than 10 Business Days after subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the date on which such notice is delivered to the Term Administrative Agent or such shorter period definition of time as consented to by the Term Administrative Agent“Maximum Incremental Facilities Amount”. Borrower The Borrowers may invite approach any Lender or any Person (other Person that is an Eligible Assignee (each, than a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicablenatural Person) to provide all or a portion of the New Revolving Loan Commitment or New Term Loan Commitment, as applicableCommitments; provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such Subject to Section 1.12 in each case, such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that be subject to (1i) no Default or Event of Default under Section 11.1 or Section 11.5 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Borrowers and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e5.4(e); , and (4iii) Borrower the Borrowers shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the New Revolving Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments or pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrowers and agreed to by Lenders providing such New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. The proceeds On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower Credit Loans for working capital and general corporate all purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Agreement.
(b) Incremental Revolving Loan Commitments and New Term Loan Credit Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing following terms and conditions, (a) with respect to New Revolving Credit Commitments, each of the Lenders with Revolving Lenders Credit Commitments of such Class shall assign to each of the Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lenders, Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving LendersCredit Commitments of such Class, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans of such Revolving Loans Class will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of such Class after giving effect to the addition of such New Revolving Loan Credit Commitments to the Revolving Credit Commitments, and (b) with respect to Incremental Revolving Credit Commitments, (bi) each New Incremental Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and and, each Loan made thereunder under a New Revolving Credit Commitment (a “New Revolving Credit Loan”) and each Loan made under an Additional Revolving Credit Commitment (an “Additional Revolving Credit Loan” and, together with New Revolving Credit Loans, the “Incremental Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Loan Credit Loans and (cii) each New Revolving Loan Lender and each Lender with an Additional Revolving Credit Commitment (each an “Additional Revolving Loan Lender” and, together with the New Revolving Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Lender with respect to the New Revolving Loan Credit Commitment and all matters relating thereto. On any Increased Amount Date on which any ; provided that the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to the extent such consent, if any, would be required under Section 13.6(b) for an assignment of Revolving Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Loan Lender.
(c) New Term Loan Commitments of any Series are effective, shall be subject to the satisfaction of the foregoing following terms and conditions, (i) each Lender with a New Term Loan Lender Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to Borrower the Borrowers (a “New Term Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental Loans”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof .
(yd) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as on terms and documentation set forth herein or in the applicable Joinder Agreement. In any event Agreement as determined by the Borrowers; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date; (ii) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the then existing Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield pricing, interest rate margins, discounts, premiums, rate floors, fees, and amortization schedule applicable to the any New Term Loans of each Series shall be determined by Borrower the Borrowers and the applicable new Lenders and shall be set forth in each applicable Joinder Agreementthereunder; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation that with respect to any New Term Loan incurred pursuant to clause (i)(a) of the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to definition of “Maximum Incremental Facilities Amount” that matures earlier than two years after the Initial Term Loan Maturity Date, only during the period commencing on the Closing Date and ending on the date that is increased so as to cause 12 months after the Closing Date, if the Effective Yield for LIBOR Loans in respect of such New Term Loans exceeds the Effective Yield for LIBOR Loans in respect of the then applicable Weighted Average Yield under this Agreement on the existing Initial Term Loans to by more than 0.50%, the Applicable Margin for LIBOR Loans in respect of the then existing Initial Term Loans shall be adjusted so that the Effective Yield in respect of the then existing Initial Term Loans is equal the Weighted Average Yield then applicable to the New Term Effective Yield for LIBOR Loans less 0.50% and (iv) all other terms in respect of the New Term Loans minus 0.50%; (this proviso to this clause (iii), the “MFN Protection”) and New Term Loan Commitments, if (iv) to the extent such terms and documentation are not consistent with the then existing Initial Term Loans (except to the extent permitted by clause (i), (ii) or (iii) above), they shall be reasonably satisfactory to the Administrative Agent (it being understood that, (1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness or (2) no consent shall be required by the Administrative Agent or any of the Lenders if any covenants or other provisions are only applicable after the Latest Term Loan Maturity Date); provided further that clauses (i) and (ii) above shall not apply to up to the greater of $270 million and 50% of EBITDA of New Term Loans (as selected by the Borrowers); provided further that the MFN Protection shall not apply to up to $350 million of New Term Loans (as selected by the Borrowers).
(e) Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Initial Revolving Credit Commitments and the related Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(i) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank equal in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(ii) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Initial Revolving Credit Commitments and related Revolving Credit Loans at the time of incurrence of such Incremental Revolving Credit Commitments,
(iii) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments, and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (v) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date,
(iv) subject to the provisions of Section 2.1(e) and Section 3.12 to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments of the same Series in accordance with their percentage of such Revolving Credit Commitments on the applicable Increased Amount Date (and except as provided in Section 2.1(e) and Section 3.12, without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued in respect of such Series),
(v) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(vi) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the applicable Increased Amount Date,
(vii) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to such Increased Amount Date, and
(viii) the pricing, fees, maturity and other immaterial terms of the Initial Term LoansAdditional Revolving Credit Loans may be different and shall be determined by the Borrowers and the Lenders thereunder so long as the final maturity date and the weighted average maturity of any Additional Revolving Credit Loans and Additional Revolving Credit Commitments, as applicable must applicable, shall not be reasonably acceptable earlier than, or shorter than, as the case may be, the maturity date or the weighted average life, as applicable, of the Initial Revolving Credit Commitments and related Revolving Credit Loans.
(ix) to the Term extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent. Agent or any of the Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness.
(f) Each Joinder Agreement may, without the consent of any other Lenders, effect such technical and corresponding amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent Agent, to effect the provision of this Section 2.242.14.
(g) (i). The Borrowers may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14(g). In order to establish any Extended Term Loans, the Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class which such request shall be offered equally to all such Lenders) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall not be materially more restrictive to the Credit Parties (as determined in good faith by the Borrowers), when taken as a whole, than the terms of the Term Loans of the Existing Term Loan Class unless (x) the Lenders of the Term Loans of such applicable Existing Term Loan Class receive the benefit of such more restrictive terms or (y) any such provisions apply after the Initial Term Loan Maturity Date (a “Permitted Other Provision”); provided, however, that (x) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.5 or in the Joinder Agreement, as the case may be, with respect to the Existing Term Loan Class from which such Extended Term Loans were converted, in each case as more particularly set forth in paragraph (iv) of this Section 2.14(g) below), (y) (A) the interest margins with respect to the Extended Term Loans may be higher or lower than the interest margins for the Term Loans of such Existing Term Loan Class and/or (B) additional fees, premiums or applicable high-yield discount obligation (“AHYDO”) payments may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment and to the extent that any Permitted Other Provision (including a financial maintenance covenant) is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such Permitted Other Provision is also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness or if such Permitted Other Provision applies only after the Initial
Appears in 1 contract
Sources: Credit Agreement (GoDaddy Inc.)
Incremental Facilities. Borrower may xxviii)
(a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders) and subject to the terms and conditions of this Section 2.22, at any time after the Effective Date, the Borrower may solicit the existing Lenders or prospective lenders determined by written notice from the Borrower to Revolving Facility Administrative Agent, elect to request prior provide (x) increases in the commitments to the Revolving Commitment Termination DateCredit Facility (such increases, an increase to the existing “Incremental Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (by) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment incremental commitments consisting of one or more new tranches of term loan commitments (the “New Term Loan Commitments”), in an aggregate principal amount of (i) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date loans (each, an “Increased Amount DateIncremental Term Facility” and together with any Incremental Revolving Commitments, the “Incremental Facilities”) in an aggregate amount not to exceed $1,000,000,000, on which terms agreed by the Borrower proposes that and the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, lender(s) providing the respective Incremental Facility (subject to the following clauses of this Section 2.22).
(b) Any such Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agentunsecured. Borrower may invite any Lender or other Person that is an Eligible Assignee Additionally,
(each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicablei) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New any Incremental Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New such Incremental Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); same terms and conditions (4including pricing, interest rate margins, rate floors, fees and maturity) Borrower shall make any payments required and pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, same documentation as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and Credit Facility,
(ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice an Incremental Term Facility, Incremental Term Loans to any Revolving Lender, the respective interests in be made under such Revolving Lender’s Revolving Loans, in each case Incremental Term Facility shall be subject to the assignments contemplated terms as determined by this Section 2.24. The terms the Borrower and provisions of the New Revolving lenders providing such Incremental Term Facility, provided that,
(A) the final stated maturity date for any such Incremental Term Loans shall may be identical no sooner than the Latest Maturity Date applicable to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event Total Commitments,
(iB) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield amortization payments applicable to the New any Incremental Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans Facility shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50exceed 10% per annum unless during the interest rate with respect to first four years or 35% for the Initial first four years in the aggregate, and
(C) the mandatory prepayment provisions, covenants and events of default of such Incremental Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan CommitmentsLoans, if not consistent with the terms of the Initial Revolving Credit Facility (or, in the case of mandatory prepayment provisions, consistent with the terms of any then outstanding Incremental Term LoansFacility), as applicable must shall be reasonably satisfactory to the Administrative Agent (it being understood that covenants and events of default not materially more restrictive to the Borrower, when taken as a whole, than the terms of the Revolving Credit Facility, and any more-restrictive covenants and events of default if (1) Lenders under the Revolving Credit Facility also receive the benefit of such more restrictive terms or (2) any such provisions apply after the expiration date of the Revolving Credit Facility, are in each case reasonably satisfactory to the Administrative Agent); and
(iii) any Incremental Facilities shall not be guaranteed by any person other than a Loan Party under the Revolving Credit Facility.
(c) Existing Lenders may, but shall not be obligated to without their prior written consent, provide a commitment and/or make any loans pursuant to any Incremental Facility, and nothing contained herein constitutes, or shall be deemed to constitute, a commitment with respect to any Incremental Facility. The use of proceeds of the Incremental Facilities will be as agreed by the Borrower and the lenders providing such Incremental Facility but not prohibited by the Loan Documents.
(d) The notice from the Borrower to the Administrative Agent delivered pursuant to Section 2.22(a) shall set forth the requested amount and proposed terms of the Incremental Facilities, which proposed terms shall not be inconsistent with the requirements of Section 2.22(b). At the time of the sending of such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days (or such shorter period acceptable to the Term Administrative Agent, but no less than five Business Days) from the date of delivery of such notice to the Lenders). Incremental Facilities (or any portion thereof) may be provided by any existing Lender specified by the Borrower or by any other bank or financial institution (any such bank or other financial institution, an “Incremental Lender”), provided that the Administrative Agent (and, in the case of any Incremental Revolving Commitments in respect of the Revolving Credit Facility, each Issuing Bank) shall have consented (which consent shall not be unreasonably withheld or delayed) to such Lender’s or Incremental Lender’s, as the case may be, providing such Incremental Facilities if such consent would be required under Section 9.04 for an assignment of Loans to such Lender or Incremental Lender, as the case may be. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of such Incremental Facility. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.
(e) Incremental Facilities shall become effective, and commitments thereunder shall become Commitments (and in the case of any Incremental Revolving Commitment in respect of the Revolving Credit Facility to be provided by an existing Revolving Credit Lender, shall constitute an increase in such Revolving Credit Lender’s Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Incremental Facility, if any, each Incremental Lender, if any, and the Administrative Agent. Each Joinder Agreement An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the applicable Administrative Agent and the Borrower, to effect the provision provisions of this Section 2.242.22.
(f) If any Incremental Facilities are added in accordance with this Section 2.22, the Borrower, in consultation with the Administrative Agent, shall determine the effective date (the “Incremental Commitments Effective Date”) and the final allocation of such Incremental Facilities. The Administrative Agent shall promptly notify the Lenders of the final allocation of such Incremental Facilities and the Incremental Commitments Effective Date.
(g) The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent, each Lender party thereto, if any, and the Incremental Lenders, if any, be subject to the satisfaction on the Incremental Commitments Effective Date of each of the following conditions:
(i) the Administrative Agent shall have received on or prior to the Incremental Commitments Effective Date each of the following, each dated the Incremental Commitments Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (x) the applicable Incremental Facility Amendment; (y) customary legal opinions; and (z) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of the Incremental Facility Amendment; and
(ii) no Event of Default exists or would exist after giving effect thereto and all representations and warranties of the Borrower under this Agreement shall be true and correct in all material respects immediately before and after giving effect thereto (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date), provided that to the extent the proceeds of any Incremental Facility are being used to finance an acquisition or any other permitted investment, if so agreed by the Lenders providing such Incremental Facility, (x) the only representations and warranties the making and accuracy of which will be a condition to such Incremental Facility or the effectiveness of such Incremental Facility Amendment will be limited to customary specified representations and customary specified acquisition agreement representations reasonably requested by the Administrative Agent and (y) at the election of the Borrower, the certifications to be made by the Borrower with respect to financial covenant compliance and the absence of an Event of Default may be subject to customary “SunGard” or other applicable “certain funds” conditionality provisions.
(h) On the Incremental Commitments Effective Date, each Lender or Incremental Lender which is providing a portion of an Incremental Facility (i) shall become a Lender for all purposes of this Agreement and the other Loan Documents and (ii) shall have a commitment under such Incremental Facility which shall become a Commitment hereunder.
(i) Upon each establishment of Incremental Revolving Commitments pursuant to this Section 2.22, (i) each Revolving Lender immediately prior to the effectiveness of such Incremental Revolving Commitments will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Lender, if any, in each case providing a portion of such Incremental Revolving Commitments (each an “Incremental Revolving Commitments Increase Lender”), and each such Incremental Revolving Commitments Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving ▇▇▇▇▇▇’s participation interests hereunder in outstanding Letters of Credit such that, after giving effect to the effectiveness of such Incremental Revolving Commitments and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit held by each Revolving Lender (including each such Incremental Revolving Commitments Increase Lender) will equal such Revolving Lender’s Applicable Revolving Percentage and (ii) if, on the date of effectiveness of such Incremental Revolving Commitments, there are any Revolving Loans outstanding, the Administrative Agent and the Borrower shall take those steps which they deem, by mutual agreement, necessary and appropriate to result in each Revolving Lender (including each Incremental Revolving Commitments Increase Lender) having a pro-rata share of the outstanding Revolving Loans based on each such Revolving Lender’s Applicable Revolving Percentage immediately after giving effect to such Incremental Revolving Commitments. 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 any transaction that may be effected pursuant to the immediately preceding sentence.
(j) The provisions of this Section 2.22 shall supersede any provision of Section 2.19 or 9.02 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Huntington Ingalls Industries, Inc.)
Incremental Facilities. Borrower may (a) The Borrower may, from time to time after the Closing Date, upon notice by written notice from the Borrower to Revolving the Administrative Agent and the Person appointed by the Borrower to arrange an incremental Facility (such Person (who (i) may be the Administrative Agent, elect if it so agrees, or (ii) any other Person appointed by the Borrower after consultation with the Administrative Agent; provided that such Person may not be an Affiliate of the Borrower), the “Incremental Arranger”) specifying the proposed amount, and currency denomination thereof, request (i) an increase in the Commitments under any Revolving Tranche (which shall be on the same terms as, and become part of, the Revolving Tranche proposed to request prior be increased) (a “Revolving Credit Commitment Increase”), (ii) an increase in any Term Loan Tranche then outstanding (which shall be on the same terms as, and become part of, the Term Loan Tranche proposed to be increased hereunder (except as otherwise provided in clause (d) below with respect to amortization)) (each, a “Term Commitment Increase”), (iii) the addition of one or more new revolving credit facilities to the Facilities (each, a “New Revolving Commitment Termination DateFacility” and, an increase to any advance made by a Lender thereunder, a “New Revolving Loan”; and the existing Revolving Commitments (any such increasecommitments thereof, the “New Revolving Loan CommitmentsCommitment”) and/or and (biv) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment addition of one or more new term loan facilities (each, a “New Term Facility”; and any advance made by a Lender thereunder, a “New Term Loan”; and the commitments (thereof, the “New Term Commitment” and together with the Revolving Credit Commitment Increase, the New Revolving Commitments and the Term Commitment Increase, the “New Loan Commitments”) by an amount not to exceed at the time of such incurrence the sum of (w) in the case of any New Term Loans, New Term Commitments, New Revolving Loans or New Revolving Commitments that effectively extend the maturity date of, or refinance, any Facility, an amount equal to the portion of the Facility to be replaced with (or refinanced by) such New Term Loans, New Term Commitments, New Revolving Loans, and New Revolving Commitments, and the payment of fees, expenses and premiums, if any, payable in connection therewith (the “Refinancing Incremental Amount”), in an aggregate principal (x) the greater of (1) the amount of (i) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) $1,100,000,0001,500,000,000 and (xxiv2) not in excess 100% of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as Consolidated EBITDA of the last day of Borrower Parties for the Fiscal Quarter four fiscal quarter period most recently then ended for which a Compliance Certificate required under financial statements have been delivered pursuant to Section 5.1(c6.01(a) has been deliveredor (b), after giving effect to any such incurrence as applicable, calculated on a Pro Forma Basis for such period, less amounts Incurred under Section 2.15(A) (and excluding any Permitted Refinancings thereof (or successive Permitted Refinancings)) (the proceeds “Cash-Capped Incremental Facility”), (y) an unlimited amount (the “Ratio-Based Incremental Facility”) so long as the Maximum First Lien Leverage Requirement is satisfied and (z) an amount equal to all voluntary prepayments of any New Revolving Loans and/or New pari passu Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred made pursuant to Section 6.1(b)(xxiii2.05(a) and repurchases of pari passu Term Loans made pursuant to the terms hereof and voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) to the extent accompanied by a corresponding, permanent reduction in the Revolving Credit Commitments pursuant to Section 2.06(a), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, to the extent not funded with respect the proceeds of long term Indebtedness (other than to any New Revolving Loan Commitment, assuming the extent funded with the identifiable unused proceeds of a borrowing made pursuant to the Cash-Capped Incremental Facility within three months from the date of incurrence thereof) less amounts Incurred under Section 2.15(C) (and any Permitted Refinancings thereof (or successive Permitted Refinancings)) (the maximum amount of Loans available thereunder “Prepayment-Based Incremental Facility”) (such aggregate amountsum, at any such time, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment ; provided that any such request for an increase shall be in a minimum amount of the lesser of (x) $20,000,000 (or equivalent amount) and (y) the entire amount of any increase that may be requested under this Section 2.14; provided, further, that for purposes of any New Loan Commitments established pursuant to this Section 2.14 and Incremental Equivalent Debt issued pursuant to Section 2.15, (A) the Borrower shall be deemed to have used amounts under the Prepayment-Based Incremental Facility, if any, prior to utilization of the Cash-Capped Incremental Facility and the Ratio-Based Incremental Facility, and the Borrower shall be deemed to have used the Ratio-Based Incremental Facility (to the extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio) prior to utilization of the Cash-Capped Incremental Facility, (B) New Loan Commitments pursuant to this Section 2.14 and Incremental Equivalent Debt pursuant to Section 2.15 may be incurred under the Ratio-Based Incremental Facility (to the extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio), the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) the Borrower may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility as having been incurred under the Ratio-Based Incremental Facility so long as, at the time of such redesignation, the Borrower would be permitted to incur the aggregate principal amount that is not less than $5,000,000 of Indebtedness being so redesignated under the Ratio-Based Incremental Facility (or such lesser amount which which, for the avoidance of doubt, shall be approved have the effect of increasing the Cash-Capped Incremental Facility by the applicable Administrative Agent or amount of such lesser amount that shall constitute the difference between $5,000,000 and all such redesignated Indebtedness). The Borrower may designate any Incremental Arranger of any New Revolving Loan Commitments and with such titles under the New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee deem appropriate.
(each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicableb) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Any Lender approached to provide all or a portion of the participate in any New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide participate in such increase or new facility. The Borrower may also invite additional Eligible Assignees reasonably satisfactory to the Incremental Arranger and, solely in connection with a Revolving Credit Commitment Increase or New Revolving Facility, with the consent of the Administrative Agent and each L/C Issuer (to the extent the consent of any of the foregoing would be required to assign Revolving Credit Loans to such Eligible Assignee, which consent shall not be unreasonably withheld or delayed) to become Lenders pursuant to a joinder agreement to this Agreement. Neither the Administrative Agent nor the Collateral Agent (in their respective capacities as such) shall be required to execute, accept or acknowledge any joinder agreement pursuant to this Section 2.14 and such execution shall not be required for any such joinder agreement to be effective; provided that, with respect to any New Loan Commitment Commitments, the Borrower must provide to the Administrative Agent reasonable prior written notice thereof and the documentation providing for such New Loan Commitments.
(c) If (i) a Revolving Tranche or a Term Loan Tranche is increased in accordance with this Section 2.14 or (ii) a New Term Loan Commitment. Such Facility or New Revolving Loan Commitments Facility is added in accordance with this Section 2.14, the Incremental Arranger and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase, New Term Facility or New Revolving Facility among the applicable Lenders. The Incremental Arranger shall promptly notify the applicable Lenders of the final allocation of such increase, New Term Facility or New Revolving Facility and the Increase Effective Date. In connection with (i) any increase in a Term Loan Commitments Tranche or Revolving Tranche or (ii) any addition of a New Term Facility or New Revolving Facility, in each case, pursuant to this Section 2.14, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Borrower and the Incremental Arranger (and the Lenders hereby authorize any such Incremental Arranger to execute and deliver any such documentation)) in order to establish the New Term Facility or New Revolving Facility or to effectuate the increases to the Term Loan Tranche or Revolving Tranche and to reflect any technical changes necessary or appropriate to give effect to such increase or new facility in accordance with its terms as set forth herein pursuant to an Incremental Facility Agreement. As of the Increase Effective Date, in the case of an increase to an existing Term Loan Tranche, the amortization schedule for the Term Loan Tranche then increased set forth in Section 2.07(a) (or any other applicable amortization schedule for New Term Loans or Specified Refinancing Term Loans) shall become effective as be amended in a writing (which may be executed and delivered by the Borrower and the Incremental Arranger (and the Lenders hereby authorize any such Incremental Arranger to execute and deliver any such documentation)) to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Loans under such Increased Amount Term Loan Tranche being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Increase Effective Date; provided that .
(1d) With respect to any Revolving Credit Commitment Increase, Term Commitment Increase or addition of New Term Facility or New Revolving Facility pursuant to this Section 2.14, (i) no Default or Event of Default shall (subject to Section 1.02(i)) would exist on such Increased Amount Date before or after giving effect to such increase; (ii) (A) in the case of any increase of the Revolving Tranche, (1) the final maturity shall be the same as the Maturity Date applicable to the Revolving Credit Facility, (2) no amortization or mandatory commitment reduction prior to the Maturity Date applicable to the Revolving Credit Facility shall be required and (3) the terms and documentation applicable to the Revolving Credit Facility shall apply, (B) in the case of any New Revolving Facility, (1) the final maturity shall be no earlier than the Maturity Date applicable to the Revolving Credit Facility and (2) no amortization or mandatory commitment reduction prior to the Maturity Date applicable to the Revolving Credit Facility shall be required, (C) in the case of any increase of a Term Loan Commitments or Tranche, the final maturity of the Term Loans, New Term Loan CommitmentsLoans or Specified Refinancing Term Loans increased pursuant to this Section shall be no earlier than the Latest Maturity Date for, and such additional Loans shall not have a Weighted Average Life to Maturity shorter than the longest remaining Weighted Average Life to Maturity of, any other outstanding Term Loans, New Term Loans or Specified Refinancing Term Loans, as applicable; provided provided, that Extendable Bridge Loans/Interim Debt at the time of Incurrence may have a maturity date earlier than the Latest Maturity Date of all then outstanding Term Loans and, with respect to Extendable Bridge Loans/Interim Debt at the time of Incurrence, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans, and (D) in the case of New Revolving Loan Commitments or any New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or Facility, other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that than in the case of New Revolving Loan Commitments or Extendable Bridge Loans/Interim Debt at the time of Incurrence, such New Term Facility shall have a final maturity no earlier than the then Latest Maturity Date of any Term Loan Commitments Tranche and the purpose Weighted Average Life to Maturity of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) such New Term Facility shall be limited only no shorter than the remaining Weighted Average Life to representations Maturity of any existing Term Loan Tranche; (iii) except with respect to All-in Yield and as set forth in Sections 4.1subclause (D) above with respect to final maturity and Weighted Average Life to Maturity, 4.2or otherwise as shall be reasonably satisfactory to the Incremental Arranger, 4.3any such New Term Facility or New Revolving Facility shall have the same terms as the Term Facility or Revolving Credit Facility, 4.4respectively; provided, 4.6that (x) to the extent such terms are more favorable to the Lenders than comparable terms existing in the Loan Documents, 4.7such terms may, 4.28in consultation with, 4.29 and 4.30subject to the consent (not to be unreasonably withheld) of, the Administrative Agent, be incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders (to the extent applicable to such Lender) without further amendment requirements, including, for the avoidance of doubt, at the option of the Borrower, any increase in the Applicable Rate, relating to any existing Term Facility to bring such Applicable Rate, in line with the New Term Facility to achieve fungibility with such existing Term Facility and (y) otherwise, may be incorporated if so reasonably satisfactory to the Administrative Agent, the Incremental Arranger and the Borrower and (iv) to the extent reasonably requested by the Incremental Arranger, the Incremental Arranger shall have received legal opinions, resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 or delivered from time to time pursuant to Section 6.12, Section 6.15 and/or Section 6.17 with respect to Holdings and the Borrower and each Subsidiary Guarantor (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Incremental Arranger). Notwithstanding the foregoing, the conditions precedent to each such increase or New Loan Commitment shall be agreed to by the New Revolving Loan Lenders providing such increase or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan LenderCommitment, as applicable, and applicable Administrative Agentthe Borrower.
(e) On the Increase Effective Date with respect to an increase to an existing Revolving Tranche, (x) 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 increase to the Revolving Credit Commitments (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of which shall be recorded such Revolving Credit Lender’s participations hereunder in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any outstanding L/C Obligations such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in L/C Obligations will equal the percentage of the aggregate Revolving Credit Commitments of all such assignments and purchases, Revolving Credit Lenders represented by such Revolving Loans will be held by existing Credit ▇▇▇▇▇▇’s Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Seriesif, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through on the date of such calculation with respect increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the Initial Increase Effective Date be prepaid from the proceeds of 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 3.06. 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. The additional Term Loans plus 0.50% per annum unless made under the interest rate with respect Term Loan Tranche subject to the Initial Term Loan is increased so as increases shall be made by the applicable Lenders participating therein pursuant to cause the then applicable Weighted Average Yield under this Agreement procedures set forth in Sections 2.01 and 2.02 and on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms date of the New Term Loans and New Term Loan Commitments, if not consistent with the terms making of the Initial such new Term Loans, as applicable must be reasonably acceptable and notwithstanding anything to the contrary set forth in Sections 2.01 and 2.02, such new Loans shall be added to (and form part of) each Borrowing of outstanding Term Administrative Agent. Each Joinder Agreement may, without Loans under such Term Loan Tranche on a pro rata basis (based on the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion relative sizes of the applicable Administrative Agent to effect the provision of this Section 2.24.various o
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Sources: Credit Agreement (Allison Transmission Holdings Inc)
Incremental Facilities. The Parent Borrower may (a) by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans (including on a delayed draw basis) (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (ii) the Commitments”), by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 (or the Dollar Equivalent thereof) individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date on which the Parent Borrower proposes that the New Loan Commitments shall be effective (eachthe effective date, an the “Increased Amount Date”), the Borrowers (including by appointing a Guarantor (other than Holdings) on as a “Borrower”, subject to customary “know your customer” and equivalent procedures and compliance with Section 1.13 (which Borrower proposes that the New Revolving Loan Commitments or shall be deemed to apply to New Term Loan Commitments, as applicablemutatis mutandis)) to which such New Loan Commitments will be available and the currency in which such New Loan Commitments will be borrowed. Subject to Section 1.11(c), in connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Parent Borrower shall provide to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be effective, which in reasonable detail and shall be a date not less than 10 Business Days after provide the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agentcalculations and basis therefor. Borrower The Borrowers may invite approach any Lender or any Person (other Person that is an Eligible Assignee (each, than a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicablenatural Person) to provide all or a portion of the New Revolving Loan Commitment or New Term Loan Commitment, as applicableCommitments; provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such In each case, such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such the applicable Increased Amount Date; provided that (1i) (A) subject to Section 1.11(c), no Default or Event of Default under Section 11.1 or Section 11.5 (solely with respect to a Borrower) shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses applicable and (a), (fB) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth condition in Section 3.2(a)(iii7.1(b) shall be satisfied; provided satisfied (it being understood that all references to “the date of such Credit Event” or similar language in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) such Section 7.1 shall be limited only deemed to representations set forth refer to the applicable date determined in Sections 4.1accordance with Section 1.11(c)); provided, 4.2further, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by that the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, lenders providing such New Revolving Loan Commitments or New Term Loans Commitmentsmay modify and/or waive the requirement regarding the condition in Section 7.1(b) for all purposes hereunder, as applicable; (3ii) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Parent Borrower and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e5.4(e); , (4iii) Borrower the New Loan Commitments (x) shall not be incurred or guaranteed by any Subsidiary other than any Credit Party and (y) if secured, shall not be secured by any assets other than the Collateral and (iv) the Borrowers shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the New Revolving Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments or pursuant to this Section 2.14(a). Any #96533218v9 New Term Loans shall, at the election of the Parent Borrower and agreed to by Lenders providing such New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed as part of a Series of existing Term Loans for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating theretoof this Agreement. On any and after the Increased Amount Date on which any New Term Loan Commitments of any Series are effectiveDate, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Additional Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Credit Loans shall be identical to the designated a separate Series of Additional Revolving Loans. The terms and provisions of the New Term Credit Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of for all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms purposes of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24Agreement.
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Incremental Facilities. Borrower may (a) The Borrower or any Guarantor may, from time to time after the Closing Date, upon notice by written notice from the Borrower to Revolving the Person appointed by the Borrower to arrange an incremental Facility Administrative Agent(such Person, elect to the “Incremental Arranger”) specifying the proposed amount thereof and the proposed currency denomination thereof, request prior to the Revolving Commitment Termination Date, (i) an increase to in any Term Loan Tranche then outstanding (each, a “Term Commitment Increase”), (ii) the existing Revolving Commitments addition of one or more new term loan facilities, in each case, in such currency or currencies as the Borrower identifies in such notice (each, a “New Term Facility”; and any such increaseadvance made by a Lender thereunder, a “New Term Loan”; and the commitments thereof, the “New Revolving Loan CommitmentsTerm Commitment”) and/or (biii) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new term loan revolving credit commitments (the “New Term Loan Commitments”), in an aggregate principal amount of (i) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan LenderFacility”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested advance made by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement includingLender thereunder, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”; and the commitments thereof, the “New Revolving Commitment” and, together with the Term Commitment Increase and the New Term Commitments the “New Loan Commitments”) shall be deemedby (or in) a principal amount not to exceed the sum of (such sum, for all purposesat any such time, a Revolving Loan the “Available Incremental Amount”): (x) the sum of (the amount available under this clause (x), the “Cash-Capped Incremental Facility”) (I) the greater of (A) $206,000,000 and (cB) each New Revolving Loan Lender shall become 100% of Consolidated EBITDA of the Group Parties (and after giving effect to any acquisition consummated concurrently therewith on a Lender with respect to the New Revolving Loan Commitment Pro Forma Basis and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments other appropriate pro forma adjustment events consistent with the definition of any Series are effective“Consolidated EBITDA” and Section 1.10), subject to plus (II) the satisfaction of General Debt Basket Reallocated Amount, minus (III) Incremental Equivalent Cash Component Debt, plus (y) an unlimited amount (the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term LoanRatio-Based Incremental Facility”) in so long as the Maximum Leverage Requirement is satisfied and (z) an amount equal to its New Term Loan Commitment all voluntary prepayments, redemptions and repurchases and payments (including prepayments at a discount to par and open market purchases, with credit given for the actual amount of such Seriesthe cash payment, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect giving credit to the New Term Loan Commitment principal amount of such Series the Indebtedness repurchased and all prepayments and permanent commitment reductions (including pursuant to Section 3.08 or any substantially similar provisions in the New Term Loans documentation governing any applicable Indebtedness)) made by the Borrower or any of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and its Restricted Subsidiaries in respect thereof of (yI) the Initial Term Loans, (II) 2022 Incremental Term Loans, (III) 2023 Term Loans, (IV) 2024 Term Loans, (V) New2024 Term B-2 Loans, (VI) New RevolvingTerm Loans, (VII) New Revolving Loan Commitments and Loans, (VIII) Refinanced First Lien Indebtedness (to the New Revolving Loan Lenders extent previously applied for the prepayment, redemption, repurchase, buyback or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Seriespermanent commitment reduction, as applicable, of any Indebtedness specified in clauses (I), (II), (III), (IV), (V) and, (VI) and (zVII) above and clause (IXX) below), (VIIIIX) the “Loans” as defined in the ABL Credit Agreement as in effect on the Closing Date, (IXX) other Indebtedness that is secured by the Collateral on a first lien pari passu or senior basis with Liens securing the Obligations and (XXI) any refinancing, replacement or extension of any of the foregoing (in each case of each notice prepayments of a revolving facility or “Loans” as defined in the ABL Credit Agreement as in effect on the Closing Date, to any Revolving Lenderthe extent accompanied by a corresponding permanent commitment reduction), to the respective interests in such Revolving Lender’s Revolving Loansextent, in each case subject to case, not funded with the assignments contemplated by this Section 2.24. The terms proceeds of long term Indebtedness (other than any (I) revolving indebtedness and provisions of the intercompany loans or (II) without duplication, any New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth Incremental Notes or Incremental Equivalent Debt incurred in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement reliance on the Initial Term Loans to equal Prepayment-Based Incremental Facility) (the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.“Prepayment-Based Incremental Facility”);
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Incremental Facilities. Borrower may (a) The Parent Borrower may by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans (including on a delayed draw basis) (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (ii) the Commitments”), by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 (or the Dollar Equivalent thereof) individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date on which the Parent Borrower proposes that the New Loan Commitments shall be effective (eachthe effective date, an the “Increased Amount Date”), the Borrowers (including by appointing a Guarantor (other than Holdings) on as a “Borrower”, subject to customary “know your customer” and equivalent procedures and compliance with Section 1.13 (which Borrower proposes that the New Revolving Loan Commitments or shall be deemed to apply to New Term Loan Commitments, as applicablemutatis mutandis)) to which such New Loan Commitments will be available and the currency in which such New Loan Commitments will be borrowed. Subject to Section 1.11(c), in connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Parent Borrower shall provide to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be effective, which in reasonable detail and shall be a date not less than 10 Business Days after provide the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agentcalculations and basis therefor. Borrower The Borrowers may invite approach any Lender or any Person (other Person that is an Eligible Assignee (each, than a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicablenatural Person) to provide all or a portion of the New Revolving Loan Commitment or New Term Loan Commitment, as applicableCommitments; provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such In each case, such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such the applicable Increased Amount Date; provided that (1i) (A) subject to Section 1.11(c), no Default or Event of Default under Section 11.1 or Section 11.5 (solely with respect to a Borrower) shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses applicable and (a), (fB) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth condition in Section 3.2(a)(iii7.1(b) shall be satisfied; provided satisfied (it being understood that all references to “the date of such Credit Event” or similar language in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) such Section 7.1 shall be limited only deemed to representations set forth refer to the applicable date determined in Sections 4.1accordance with Section 1.11(c)); provided, 4.2further, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by that the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, lenders providing such New Revolving Loan Commitments or New Term Loans Commitmentsmay modify and/or waive the requirement regarding the condition in Section 7.1(b) for all purposes hereunder, as applicable; (3ii) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Parent Borrower and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e5.4(e); , (4iii) Borrower the New Loan Commitments (x) shall not be incurred or guaranteed by any Subsidiary other than any Credit Party and (y) if secured, shall not be secured by any assets other than the Collateral and (iv) the Borrowers shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the New Revolving Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments or pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Parent Borrower and agreed to by Lenders providing such New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. The proceeds On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of the New Additional Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower Credit Loans for working capital and general corporate all purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. Agreement.
(b) On any Increased Amount Date on which New Incremental Revolving Loan Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) with respect to New Revolving Credit Commitments, each of the Lenders with Revolving Lenders Credit Commitments of such Class shall assign to each of the Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lenders, Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving LendersCredit Commitments of such Class, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans of such Revolving Loans Class will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of such Class after giving effect to the addition of such New Revolving Loan Credit Commitments to the Revolving Credit Commitments, and (b) with respect to Incremental Revolving Credit Commitments, (bi) each New Incremental Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and and, each Loan made thereunder under a New Revolving Credit Commitment (a “New Revolving Credit Loan”) and each Loan made under an Additional Revolving Credit Commitment (an “Additional Revolving Credit Loan” and, together with New Revolving Credit Loans, the “Incremental Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Loan Credit Loans and (cii) each New Revolving Loan Lender and each Lender with an Additional Revolving Credit Commitment (together with the New Revolving Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Lender with respect to the New Revolving Loan Credit Commitment and all matters relating thereto. ; provided that the Administrative Agent and the Letter of Credit Issuer shall have consented (not to be unreasonably withheld, delayed or conditioned) to such Lender’s or Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to the extent such consent, if any, would be required under Section 13.6(a) for an assignment of Revolving Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Loan Lender.
(c) On any Increased Amount Date or after the date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Lender Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to Borrower the Borrowers, as specified in the applicable Notice of Borrowing, (a “New Term Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental Loans”) in an amount equal up to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof .
(yd) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as on terms and documentation set forth herein or in the applicable Joinder Agreement. In any event Agreement as determined by the Parent Borrower; provided that (i) subject to the weighted average life to maturity of all Inside Maturity Exceptions, the applicable New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Loan Maturity Date of each Series shall be no shorter earlier than the latest Initial Term Loan Maturity Date (as in effect at the time of such incurrence or obtaining of a commitment with respect thereto); (ii) subject to
(1) New Term Loans incurred on or after the date that is 6 months after the ClosingAmendment No. 5 Effective Date, (2) New Term Loans scheduled to mature on or after the date that is one year after the Initial Term Loan Maturity Date, (3) any New Term Loans originally incurred in reliance upon the Shared Incremental Amount or the Prepayment and Extension Amount, (4) any New Term Loans incurred in connection with a Permitted Acquisition or other permitted Investment or to refinance Indebtedness incurred in connection with a Permitted Acquisition or other permitted Investment, (5) any New Term Loans having an aggregate principal amount not exceeding the greater of $191,000,000210,800,000 and 100% of Consolidated EBITDA as of the final maturity last day of the most recently ended Test Period, as selected by the Parent Borrower and (6) any New Term Loans that constitutes a bridge facility (clauses (1), (2), (3), (4), (5) and (6), collectively, the “MFN Exceptions”); and (v) to the extent such terms and documentation are materially more favorable to the New Term Loan Lenders than the terms of the existing Initial Term Loans or thethen existing Amendment No. 35 Term Loans (except to the extent permitted (or, for the avoidance of doubt, not prohibited) by clause (i), (ii), (iii) or (iv) above), they shall be either (A) reasonably satisfactory to the Administrative Agent (provided that no consent shall be required by the Administrative Agent or any of the Lenders if any covenants or other provisions are only applicable after the Initial Term Loan Maturity Date or if such covenants or other provisions are added for the benefit of the Initial Term Loans or the Amendment No. 35 Term Loans, as applicable), (B) then-current market terms (as determined by the Borrower in good faith at the time of incurrence or issuance (or the obtaining of a commitment or establishment of initial terms with respect thereto)) for the applicable type of Indebtedness or (C) applicable only to periods after the Initial Term Loan Maturity Date.
(e) Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Amendment No. 4 Revolving Credit Commitments and the related Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(i) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, ,
(ii) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Amendment No. 4 Revolving Credit Commitments and related Revolving Credit Loans at the time of incurrence of such Incremental Revolving Credit Commitments,
(iii) the Weighted Average Yield borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments, and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (v) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date,
(iv) subject to Section 3.12 to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments of the same Series in accordance with their percentage of such Revolving Credit Commitments on the applicable Increased Amount Date (and except as provided in Section 3.12, without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued in respect of such Series),
(v) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(vi) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the applicable Increased Amount Date,
(vii) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to such Increased Amount Date, and
(viii) to the extent that any New Term Loan does not form a part of the same Class with the applicable outstanding Class(es) of Term Loans for United States federal income tax purposes, such New Term Loan will have a separate CUSIP, LIN or any other security identifier, and
(f) [Reserved].
(g) (i) The Parent Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14(g). In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each Series of the Lenders of the applicable Existing Term Loan Class which such request shall be offered equally to all such Lenders)
(a “ Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall not be materially more restrictive to the Credit Parties (as determined in good faith by Borrower and the Parent Borrower), when taken as a whole, than the terms of the Term Loans of the Existing Term Loan Class unless (x) the Lenders of the Term Loans of such applicable new Lenders and shall be set forth in each applicable Joinder AgreementExisting Term Loan Class receive the benefit of such more restrictive terms or (y) any such provisions apply after the Initial Term Loan Maturity Date; provided, however, that (x) the Weighted Average Yield applicable scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the New Term Loans shall not be greater than scheduled amortization payments reflected in Section 2.5 or in the applicable Weighted Average Yield payable pursuant to Joinder Agreement, as the terms of this Agreement as amended through the date of such calculation case may be, with respect to the Initial Existing Term Loan Class from which such Extended Term Loans plus 0.50% per annum unless were converted, in each case as more particularly set forth in paragraph (iv) of this Section 2.14(g) below), (y) (A) the interest rate margins with respect to the Initial Extended Term Loans may be higher or lower than the interest margins for the Term Loans of such Existing Term Loan is increased so as Class and/or (B) additional fees, premiums or AHYDO payments may be payable to cause the then applicable Weighted Average Yield under this Agreement on the Initial Lenders providing such Extended Term Loans in addition to equal or in lieu of any increased margins contemplated by the Weighted Average Yield then applicable preceding clause (A), in each case, to the New Term Loans less 0.50% and extent provided in the applicable Extension Amendment or (ivz) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the no consent of any Lender or any other Lenders, effect such amendments Person shall be required to this Agreement and incorporate any more restrictive term for the other Credit Documents as may be necessary or appropriate, in the opinion benefit of the applicable Administrative Agent Existing Term Loan Class. No Lender shall have any obligation to effect the provision agree to have any of this Section 2.24.its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Cla
Appears in 1 contract
Incremental Facilities. Borrower may (a) The Borrowers may by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans or increases in Term Loans of any Class (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Loan Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (ii) the -99- Commitments”), by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples which may be incurred in Dollars, Euros or Sterling. In connection with the incurrence of $1,000,000 in excess any Indebtedness under this Section 2.14, at the request of that amount. Each such notice the Administrative Agent, the Borrowers shall specify provide to the date (each, an “Increased Amount Date”) on which Borrower proposes Administrative Agent a certificate certifying that the New Revolving Loan Commitments or New Term Loan Commitmentsdo not exceed the Maximum Incremental Facilities Amount, as applicable, which certificate shall be effectivein reasonable detail and shall provide the calculations and basis therefor and, which shall be a date not less than 10 Business Days after subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the date on which such notice is delivered to the Term Administrative Agent or such shorter period definition of time as consented to by the Term Administrative Agent“Maximum Incremental Facilities Amount”. Borrower The Borrowers may invite approach any Lender or any Person (other Person that is an Eligible Assignee (each, than a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicablenatural Person) to provide all or a portion of the New Revolving Loan Commitment or New Term Loan Commitment, as applicableCommitments; provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect Subject to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.Section
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Sources: Credit Agreement
Incremental Facilities. Borrower may (a) Any Borrower may by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, (i) the establishment of one or more new term loan commitments (the “New Term Loan Commitments”)) denominated in Dollars or any Alternative Currency, in an aggregate principal amount of (i) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) prior to the aggregate principal amount of Debt Incurred pursuant Multicurrency Revolving Credit Commitment Termination Date, an increase to Sections 6.1(b)(xxiiithe existing Multicurrency Revolving Credit Commitments (any such increase, the “New Multicurrency Revolving Credit Commitments”) and and/or (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (Aiii) prior to date of determination plus (B) at Borrower’s optionthe USD Revolving Credit Commitment Termination Date, an unlimited increase to the existing USD Revolving Credit Commitments (any such increase, the “New USD Revolving Credit Commitments”); provided the aggregate amount of New Term Loan Commitments and/or all such increased commitments and new loans, together with any Permitted Incremental Equivalent Debt incurred at or prior to such time, does not exceed the New Revolving Loan Commitments so long as greater of (1) $750,000,000 and (2) the First Lien maximum amount that would not cause the Net Senior Secured Leverage Ratio is no more than 4.25:1.00 to exceed 3.50:1.00 (calculated on a pro forma basis as of the last day of the Fiscal Quarter then-most recently ended for which a Compliance Certificate required under Section 5.1(c) has Fiscal Quarter as if all such incremental or increased Commitments had been delivered, after giving effect to any fully drawn on such incurrence on a Pro Forma Basis (and excluding date but without netting the proceeds thereof) (the “Incremental Cap”); provided further that any Obligations incurred by any Foreign Subsidiary in respect of any New Term Loan Commitments or New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder Credit Commitments (such aggregate amountObligations of such Foreign Subsidiaries, the “Priority Incremental AmountObligations”) shall not exceed, together with any Indebtedness incurred pursuant to Sections 7.01(f), 7.01(m)(ii), 7.01(n)(i) and 7.01(q), the Priority Debt Cap. Each New Term Loan Commitment Any such increased commitment or New Revolving Loan Commitment new loan shall be in a principal an amount that is not less than $5,000,000 (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), 25,000,000 individually and integral multiples of $1,000,000 10,000,000 in excess of that amount. Each such notice from the applicable Borrower shall specify (a) the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the New Multicurrency Revolving Loan Credit Commitments, New USD Revolving Credit Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 five (5) Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any , (b) in the case of New Term Loan Commitments or New Multicurrency Revolving Credit Commitments, the currency in which such Incremental Facility shall be denominated and (c) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Multicurrency Revolving Loan Credit Lender”, “New USD Revolving Credit Lender” or “New Term Loan Lender”, ,” as applicable) to provide a whom the applicable Borrower proposes any portion of such New Revolving Loan Commitment Credit Commitments or New Term Loan CommitmentCommitments, as applicable, be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Revolving Credit Commitments or New Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Revolving Loan Credit Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Credit Commitment or a New Term Loan Commitment. Such New Revolving Loan Credit Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Credit Commitments or New Term Loan Commitments, as applicable; (2ii) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) 4.02 shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series Company and its Subsidiaries shall be determined by Borrower and in pro forma compliance with each of the applicable new Lenders and shall be covenants set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.in
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Incremental Facilities. Borrower may (a) The Parent Borrower may, by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination DateAdministrative Agent at any time, an on one or more occasions, request to (i) add one or more new tranches of term facilities and/or increase the principal amount of the Term Loans, any Incremental Term Loans or any Specified Refinancing Term Loans by requesting new term loans commitments to the existing Revolving Commitments be added to such Loans (any such new tranche or increase, the an “New Revolving Loan CommitmentsIncremental Term Facility” and any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or (bii) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of add one or more new term loan commitments tranches of incremental revolving facilities and/or increase the principal amount of any such tranche of incremental revolving facilities (each, an “Incremental Revolving Facility” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “New Incremental Revolving Loans” and, together with any Incremental Term Loan CommitmentsLoans, “Incremental Loans”), ) in an aggregate principal amount of not to exceed the Incremental Amount. Such notice shall set forth (i) the New amount of the Incremental Term Loan Loans and/or Incremental Revolving Commitments being requested (which shall be (x) with respect to Incremental Term Loans denominated in dollars, in minimum increments of $15,000,000, and with respect to Incremental Term Loans denominated in Canadian Dollars, in minimum increments of $7,500,000, (y) with respect to Incremental Revolving Commitments denominated in dollars, in minimum increments of $10,000,000, and with respect to Incremental Revolving Commitments denominated in Canadian Dollars, in minimum increments of $5,000,000 or (z) equal to the New Revolving Loan Commitments plus remaining Incremental Amount) and (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s optiondate, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 (or such lesser amount which shall be approved by a Business Day, on which such Incremental Term Loans are requested to be made and/or Incremental Revolving Commitments are requested to become effective (the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments pursuant to an Incremental Facility Activation Notice. CREDIT AGREEMENT, Page 61 (b) Incremental Loans may be provided by any existing Lender (it being understood each existing Lender shall have no obligation to participate in any Incremental Facility), or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which by any other lender (any such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is lender being called an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Additional Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent and Issuing Bank shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof have consented (ysuch consent not to be unreasonably withheld) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of to such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Additional Lender’s Revolving Loans, in each case subject to the assignments contemplated by this providing such Incremental Facilities if such consent would be required under Section 2.24. The terms and provisions 10.04(b) for an assignment of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24Additional Lender.
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Incremental Facilities. Borrower may (a) At any time or from time to time after the Closing Date, the Borrower may by written notice from Borrower to Revolving Facility the Administrative Agent, Agent elect to request (A) prior to the Maturity Date of the Revolving Commitment Termination DateCredit Facility, an increase (I) one or more increases to the existing Revolving Credit Commitments and/or (II) the establishment of one or more new revolving credit commitments (any such increaseincrease or new commitment, the “New Revolving Loan Credit Commitments”) and/or (bB) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity DateDate of the Term B Loan Facility, the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), in an aggregate principal amount of (i) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Revolving Credit Commitment and New Term Loan Commitment or New Revolving Loan Commitment shall be in a an aggregate principal amount that is not less than $5,000,000 individually (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute if such amount represents all remaining availability under the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such datelimit set forth in the next sentence), and integral multiples of $1,000,000 in excess of that amount. Notwithstanding anything to the contrary herein, (i) the aggregate amount of the New Revolving Credit Commitments shall not exceed $150,000,000 and (ii) subject to the preceding clause (i), the aggregate amount of the New Revolving Credit Commitments and New Term Commitments shall not exceed $350,000,000 plus an additional amount of New Revolving Credit Commitments and New Term Commitments so long as (x) in the case of New Revolving Credit Commitments and New Term Commitments that are secured equally and ratably with the Facilities, the First Lien Senior Secured Leverage Ratio shall be no greater than 3.75 to 1.0 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such New Revolving Credit Commitments or New Term Loans and (y) in the case of New Revolving Credit Commitments and New Term Commitments that are secured by a lien that is junior to the liens securing the Facilities, the Senior Secured Leverage Ratio shall be no greater than 4.0 to 1.0 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such New Revolving Credit Commitments or New Term Loans (and, in each case, with respect to any New Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available under such New Revolving Credit Commitment and any New Revolving Credit Commitments previously made pursuant to this Section 2.14). Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Loan Credit Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 5 Business Days after the date on which such notice is delivered to the Term Administrative Agent Agent, (or such shorter period as shall be reasonably acceptable to the Administrative Agent and (B) the identity of time as consented to by the Term Administrative Agent. Borrower may invite any each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Credit Lender” or “New Term Loan Lender”, ,” as applicable) to provide a whom the Borrower proposes
(i) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with each of the covenants set forth in Section 7.10 after giving Pro Forma Effect to such New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Lender approached to provide all or a portion of the New Revolving Loan Credit Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, Loans (and with respect to provide a any New Revolving Loan Commitment or Credit Commitment, assuming a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as borrowing of such Increased Amount Date; provided that (1) no Default or Event the maximum amount of Default shall exist on such Increased Amount Date before or after giving effect to Loans available under such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of Credit Commitment and any New Revolving Loan Credit Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default previously made pursuant to clauses (athis Section 2.14), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (24) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Credit Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the New Revolving Loan Credit Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register Register, and each New Revolving Loan Credit Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e)10.15; (45) the Borrower shall make any payments required pursuant to Section 2.18(c) 3.05 in connection with the New Revolving Loan Credit Commitments or New Term Loan Commitments, as if applicable; and (56) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series .
(a “Series”b) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Credit Commitments are effectedeffected through an increase to the existing Revolving Credit Commitments, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Credit Lenders shall assign to each of the New Revolving Loan Credit Lenders, and each of the New Revolving Loan Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and New Revolving Loan Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such New Revolving Loan Credit Commitments to the Revolving Credit Commitments, (b) each New Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (c) each New Revolving Loan Credit Lender shall become a Lender with respect to the New Revolving Loan Credit Commitment and all matters relating thereto. Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.02 and 2.05(a) of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
(c) Any New Term Loans or New Revolving Credit Loans effected through the establishment of one or more new revolving credit commitments or new Term Loans made on an Increased Amount Date shall be designated a separate Class of New Term Loans or New Revolving Credit Loans, as applicable, for all purposes of this Agreement. On any Increased Amount Date on which any New Term Loan Commitments of any Series Class are effectiveeffected, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series such Class shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such SeriesClass, and (ii) each New Term Loan Lender of any Series such Class shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series Class and the New Term Loans of such Series Class made pursuant thereto. The applicable On any Increased Amount Date on which any New Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments, subject to the satisfaction of the foregoing terms and conditions, (i) each New Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (when borrowed, a “New Revolving Credit Loan”) in an amount equal to its New Revolving Credit Commitment of such Class, and (ii) each New Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the New Revolving Credit Commitment of such Class and the New Revolving Credit Loans of such Class made pursuant thereto. Notwithstanding the foregoing, New Term Loans may have identical terms to the Term Loans and be treated as the same Class as the Term B Loans.
(d) Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Class of New Revolving Loan Credit Commitments and the New Revolving Loan Credit Lenders of such Class or the Series Class of New Term Loan Commitments and the New Term Loan Lenders of such SeriesClass, as applicable, and (z) in the case of each notice to any Revolving LenderCredit Lender with respect to an increase in the Revolving Credit Commitments, the respective interests in such Revolving Credit Lender’s Revolving LoansCredit Commitments, in each case subject to the assignments contemplated by clause (b) of this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. 2.14.
(e) The terms and provisions of the New Term Loans and New Term Loan Commitments or the New Revolving Credit Loans and New Revolving Credit Commitments, as the case may be, of any Series Class shall be as agreed between the Borrower and the New Term Lenders or New Revolving Credit Lenders, as applicable, providing such New Term Loans and New Term Commitments or such New Revolving Credit Loans and New Revolving Credit Commitments, and except as otherwise set forth herein herein, to the extent not identical to the Term B Loans or in the applicable Joinder AgreementRevolving Credit Loans, as applicable, shall be reasonably satisfactory to Administrative Agent. In any event event:
(i) the weighted average life Weighted Average Life to maturity Maturity of all New Term Loans of any Series Class shall be no shorter than the weighted average life Weighted Average Life to Maturity of the Term B Loans (except by virtue of amortization or prepayment of the Term B Loans prior to the time of such incurrence);
(ii) the Maturity Date of any Class of New Revolving Credit Commitments and New Revolving Credit Loans shall be no earlier than the maturity of the Revolving Loans Credit Commitments and will require no scheduled amortization or mandatory commitment reduction prior to the Initial Term Loans (whichever is longest), (ii) the latest applicable Maturity Date of each Series the Revolving Credit Commitments;
(iii) all other material terms of the New Revolving Credit Commitments and New Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans other than as set forth in Section 2.14(e)(ii) and (vi); provided that, notwithstanding anything to the contrary in this Section 2.14 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on New Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to New Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section 2.03(l) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists New Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(l) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, New Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of New Revolving Credit Commitments and New Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans. Any New Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the Revolving Credit Commitments prior to the Increased Amount Date; provided at no time shall there be Revolving Credit Commitments hereunder (including New Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates.
(iv) the Maturity Date of any Class of the New Term Loans shall be no shorter earlier than the latest of the final maturity of the Revolving Term B Loans;
(v) the New Term Loans and will share ratably in right of prepayment with the Term LoansLoans pursuant to Section 2.05(b) or otherwise, provided that the New Term Loans may be afforded lesser payments;
(iiivi) the Weighted Average Yield yield applicable to the New Term Loans or New Revolving Credit Loans of each Series Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that in the Weighted Average Yield case of New Revolving Credit Commitments and New Term Commitments that are secured equally and ratably with the Facilities, the yield applicable to the such New Term Loans or New Revolving Credit Loans (after giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such New Term Loans or such New Revolving Credit Loans) shall not be greater than the applicable Weighted Average Yield interest rate payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term B Loans or Revolving Credit Loans, as applicable (including any upfront or similar fees or original issue discount paid and payable to the Initial Term Loans Lenders hereunder), plus 0.50% 50 basis points per annum unless the interest rate with respect to the Initial Term B Loan or Revolving Credit Loan, as applicable, is increased so as to cause the then applicable Weighted Average Yield interest rate under this Agreement on the Initial Term B Loans or Revolving Credit Loans, as applicable (including any upfront or similar fees or original issue discount paid and payable to the Lenders hereunder and the adjustment of any interest rate floor) to equal the Weighted Average Yield yield then applicable to the New Term Loans less 0.50% and or New Revolving Credit Loans, as applicable (ivafter giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such New Term Loans) all other terms minus 50 basis points; provided that customary arrangement or commitment fees payable to the Arrangers (or their respective affiliates) or one or more arrangers of Facilities under this Section 2.14 shall be excluded; and
(vii) the liens securing the New Term Loans and/or New Revolving Credit Loans will rank pari passu with the liens securing the existing Term B Loans and Revolving Credit Loan; provided that the New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must Loans and/or New Revolving Credit Loans may be reasonably acceptable junior to the Term Administrative Agent. B Loans and Revolving Credit Loans if subject to the Second Lien Intercreditor Agreement.
(f) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the applicable Administrative Agent and the Borrower to effect the provision of this Section 2.242.14, and for the avoidance of doubt, this Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.
(g) The Loans and Commitments extended or established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents, provided that the lien securing any New Term Loans may be junior to the liens securing the other Loans on terms and conditions and subject to customary intercreditor arrangements. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the extension or establishment of any such Loans or any such Commitments.
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Incremental Facilities. Borrower may (a) The Borrower may by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional term loan commitments loans, which may be of the same Class as any then-existing Term Loans (a “Term Loan Increase”) or a separate Class of Term Loans (the commitments for additional term loans of the same Class or a separate Class, collectively, the “New Incremental Term Loan Commitments”), in an aggregate principal amount (y) additional commitments consisting of one or more letter of credit facilities (isuch commitments, collectively, the “Incremental Letter of Credit Commitments”) and/or (yz) revolving credit commitments, which may be of the same Class as any then-existing Revolving Credit Commitments (the commitments thereto, the “New Term Loan Revolving Credit Commitments”) or a separate Class of Revolving Credit Commitments and (the commitments thereto, the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loan Commitments plus (ii) Commitments, the “ and the Incremental Letter of Credit Commitments, the “Incremental Loan Commitments”), by an aggregate amount, when combined with the aggregate principal amount of all Permitted Other Debt Incurred pursuant to incurred in reliance on Sections 6.1(b)(xxiii10.1(y)(iii) and (xxiviv) (solely to the extent of refinancing Indebtedness incurred in reliance on clause (iii) of Section 10.1(y)), not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date Maximum Incremental Facilities Amount at the time of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (thereof and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 and all Maximum Incremental Facilities Amount at such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such datetime), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Incremental Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. The Borrower may invite approach any Lender or any Person (other Person that is an Eligible Assignee (each, than a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicablenatural Person) to provide all or a New Revolving portion of the Incremental Loan Commitment or New Term Loan Commitment, as applicableCommitments; provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Incremental Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving an Incremental Loan Commitment or a New Term Commitment, and the Borrower shall have no obligation to approach any existing Lender to provide any Incremental Loan Commitment. Such New Revolving Loan Commitments or New Term In each case, such Incremental Loan Commitments shall become effective as of such the applicable Increased Amount Date; provided that that, (1i) (x) unless the immediately succeeding clause (y) is applicable, no Default or Event of Default shall exist on such Increased Amount Date immediately before or immediately after giving effect to such New Revolving Incremental Loan Commitments and the borrowing of any Incremental Loans thereunder or New Term (y) if such Incremental Loan CommitmentsCommitment is being provided in connection with a Limited Condition Transaction, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, then no Event of Default pursuant to clauses under (a), (fA) Section 11.1 or (g) of Section 8.1 11.5 shall exist on such Increased Amount Date and (B) such other provisions of Section 11 as may otherwise be required by the Lenders providing the applicable Incremental Loan Commitment immediately before or immediately after giving effect to such New Revolving Incremental Loan Commitments Commitment and the borrowing of any Incremental Loans thereunder, (ii) in connection with any incurrence of Incremental Loans, or New Term establishment of Incremental Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loanson an Increased Amount Date, each of the conditions set forth in Section 3.2(a)(iii) there shall be satisfied; provided that in no requirement for the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is Borrower to finance a Permitted Acquisition or other similar Investment, bring down the representations and warranties required under this clause the Credit Documents, (2iii) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Incremental Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements Incremental Amendments executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Borrower and applicable the Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); 5.4(d) and (4e) and (iv) the Borrower shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the New Revolving Loan Commitments or New Term Incremental Loan Commitments, as applicable; and . No Lender shall have any obligation to provide any Commitments pursuant to this Section 2.14(a). For all purposes of this Agreement, (5a) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Incremental Term Loans made on an Increased Amount Date shall be designated (x) a separate series of Term Loans or (y) in the case of a Term Loan Increase, a part of the series of existing Term Loans subject to such increase and (b) any Incremental Revolving Credit Commitments made on an Increased Amount Date shall be designated (x) a separate series of Revolving Credit Commitments or (y) in the case of a New Revolving Credit Commitment, a part of the series of existing Revolving Credit Commitments subject to such increase (such new or existing series of Term Loans or Revolving Credit Commitments, each, a “Series”).
(b) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Incremental Revolving Loan Credit Commitments are effected, subject to the satisfaction (or waiver) of the foregoing following terms and conditions, (ax) with respect to New Revolving Credit Commitments, each of the Revolving Credit Lenders with an existing Revolving Credit Commitment of the Class being increased by such New Revolving Credit Commitments shall assign automatically and without further act be deemed to have assigned to each Revolving Credit Lender with a New Revolving Credit Commitment of the such Class (each, a “New Revolving Loan LendersLender”), and each of the such New Revolving Loan Lenders shall purchase from automatically and without further act be deemed to have purchased and assumed, (i) a portion of such Revolving Credit Lender’s participations hereunder in outstanding Revolving Letters of Credit, so that after giving effect to each such deemed assignment and assumption and participation, the percentage of the aggregate outstanding participations hereunder in such Revolving LendersLetters of Credit held by each Revolving Credit Lender holding Revolving Credit Loans (including each such New Revolving Loan Lender), as applicable, will equal the percentage of the aggregate Total Revolving Credit Commitments of all Revolving Credit Lenders under the Credit Facilities, and (ii) at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Credit Loans of such Class outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchasesassumptions, the Revolving Credit Loans of such Revolving Loans Class will be held by existing Revolving Credit Lenders under such Class and New Revolving Loan Lenders under such Class ratably in accordance with their respective Revolving Credit Commitments of such Class after giving effect to the addition of such New Revolving Loan Credit Commitments to such existing Revolving Credit Commitments (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 this clause (x)), and (y) with respect to any Incremental Revolving Credit Commitments, (bi) each New Incremental Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan loan made thereunder under a New Revolving Credit Commitment (each, a “New Revolving Credit Loan”) and each loan made under an Additional Revolving Credit Commitment (each, an “Additional Revolving Credit Loan” and, together with New Revolving Credit Loans, the “Incremental Revolving Credit Loans”) shall be deemed, for all purposes, a Revolving Loan Credit Loans and (cii) each New Revolving Loan Lender and each Revolving Credit Lender with an Additional Revolving Credit Commitment (each, an “Additional Revolving Loan Lender” and, together with the New Revolving Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Revolving Credit Lender with respect to the New applicable Incremental Revolving Loan Credit Commitment and all matters relating thereto. .
(c) On any Increased Amount Date on which any New Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction (or waiver) of the foregoing terms and conditions, (i) each New Lender with an Incremental Term Loan Lender Commitment (each, an “Incremental Term Loan Lender”) of any Series shall make a Loan term loan to the Borrower (a an “New Incremental Term Loan” and, together with the Incremental Revolving Credit Loans, collectively the “Incremental Loans”) in an amount equal to its New Incremental Term Loan Commitment of such Series, and (ii) each New Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Incremental Term Loan Commitment of such Series and the New Incremental Term Loans of such Series made pursuant thereto. The applicable Administrative Agent Borrower shall notify Lenders promptly upon receipt use the proceeds, if any, of Borrower’s notice of each Increased Amount Date the Incremental Loans for any purpose not prohibited by this Agreement and in respect thereof (y) as agreed by the New Revolving Loan Commitments Borrower and the New Revolving Loan Lenders or the Series lender(s) providing such Incremental Loans.
(d) The terms and provisions of New any Incremental Term Loan Commitments and the New respective related Incremental Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case effected pursuant to a Term Loan Increase shall be substantially identical to the terms and provisions applicable to the Class of Term Loans subject to such increase; provided, that underwriting, arrangement, structuring, ticking, commitment, original issue discount, upfront or similar fees, and other fees payable in connection therewith that are not generally shared with all relevant lenders providing such Incremental Term Loan Commitments and the assignments contemplated by this Section 2.24respective related Incremental Term Loans, that may be agreed to among the Borrower and the lender(s) providing and/or arranging such Incremental Term Loan Commitments may be paid in connection with such Incremental Term Loan Commitments. Any Incremental Term Loans incurred as a Term Loan Increase shall be fungible for the U.S. federal income tax purposes with the existing Class of Term Loans proposed to be increased thereby. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New any Incremental Term Loan Commitments of any Series shall be as set forth herein or in and the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New respective related Incremental Term Loans of any Series not effected pursuant to a Term Loan Increase shall be no shorter on terms and documentation set forth in the applicable Incremental Amendment as determined by the Borrower; provided that:
(i) [reserved];
(ii) [reserved];
(iii) the Incremental Term Loans and Incremental Term Loan Commitments, (x) may participate on a pro rata basis, greater than pro rata basis or less than pro rata basis in any voluntary prepayment of any Class of Term Loans hereunder and may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of any Class of Term Loans hereunder; provided that if such Incremental Term Loans are unsecured or rank junior in right of payment or as to security with the weighted average life Obligations, such Incremental Term Loans shall participate on a junior basis with respect to maturity mandatory repayments of Term Loans hereunder (except in connection with any refinancing, extension, renewal, replacement, repurchase or retirement thereof permitted by this Agreement), (y) shall not be guaranteed by any Subsidiary other than a Guarantor hereunder and (z) shall be unsecured, secured solely by assets that do not constitute Collateral or rank pari passu or junior in right of security with the Obligations and, if secured, shall either (I) not be secured by assets other than Collateral (and, if applicable, shall be subject to a subordination agreement and/or the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement and/or other lien subordination and intercreditor arrangement reasonably satisfactory to the Borrower and the Administrative Agent, as applicable) or (II) be secured solely by assets that do not constitute Collateral;
(iv) the pricing, interest rate margins, discounts, premiums, interest rate floors, fees, and amortization schedule applicable to any Incremental Term Loans shall be determined by the Borrower and the lender(s) thereunder; provided, however, that, with respect to any broadly syndicated Dollar-denominated Incremental Term Loans in the form of “term b loans”made under Incremental Term Loan Commitments, if the Yield in respect of any Incremental Term Loans that rank pari passu in right of payment and security with the Initial Term Loans as of the Revolving date of funding thereof exceeds the Yield in respect of any Initial Term Loans by more than 0.50%, then the Applicable ABR Margin or the Applicable SOFR Margin, as applicable, in respect of such Initial Term Loans shall be adjusted so that the Yield in respect of such Initial Term Loans is equal to the Yield in respect of such Incremental Term Loans minus 0.50%; provided, further, to the extent any change in the Yield of the Initial Term Loans is necessitated by this clause (iv) on the basis of an effective interest rate floor in respect of the Incremental Term Loans the increased Yield in the Initial Term Loans shall (unless otherwise agreed in writing by the Borrower) have such increase in the Yield effected solely by increases in the interest rate floor(s) applicable to the Initial Term Loans (whichever is longestthis clause (iv), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement“MFN Adjustment”); provided, howeverfurther, that the MFN Adjustment shall not apply to Incremental Term Loans (a) that mature on or after the twelve month anniversary of the Term Loan Maturity Date, (b) that are incurred after the twelve month anniversary of the Closing Date, (c) that are incurred in reliance on the Incremental Fixed Dollar Basket or, (d) the proceeds of which are used to consummate a Permitted Acquisition, (e) that are incurred in reliance on the Incremental Prepayment Basket and (f) that do not exceed an aggregate principal amount of the greatest of (x) $70,000,000, (y) 50% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence and (z) 4% of Consolidated Total Assets as of the last day of the most recently ended Test Period (calculated on a Pro Forma Basis) (clauses (a) through (df) of this proviso, collectively, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and “MFN Exceptions”); and
(ivv) all other terms of the New any Incremental Term Loans (other than as described in clauses (i), (ii), (iii) and New Term Loan Commitments, if not consistent with (iv) above) may differ from the terms of the Initial Term Loans if reasonably satisfactory to the Borrower and the lender(s) providing such Incremental Term Loans.
(e) The terms and provisions of any New Revolving Credit Commitments and the related New Revolving Credit Loans shall be substantially identical to the Class of Commitments and related Revolving Credit Loans subject to increase by such New Revolving Credit Commitments and New Revolving Credit Loans; provided, that underwriting, arrangement, structuring, ticking, commitment, upfront or similar fees, and other fees payable in connection therewith that are not generally shared with all relevant lenders providing such New Revolving Credit Commitments and related New Revolving Credit Loans, that may be agreed to among the Borrower and the lender(s) providing and/or arranging such New Revolving Credit Commitments may be paid in connection with such New Revolving Credit Commitments. Additional Revolving Credit Commitments and Additional Revolving Credit Loans shall be on terms and documentation set forth in the applicable Incremental Amendment as applicable must be reasonably acceptable determined by the Borrower; provided, further, that notwithstanding anything to the Term contrary in this Section 2.14 or otherwise:
(i) any such Additional Revolving Credit Commitments and Additional Revolving Credit Loans shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans (and, if applicable, shall be subject to a subordination agreement and/or the Junior Lien Intercreditor Agreement or other lien subordination and intercreditor arrangement reasonably satisfactory to the Borrower and the Administrative Agent. Each Joinder ); and
(ii) any such Additional Revolving Credit Commitments and Additional Revolving Credit Loans (x) shall not be guaranteed by any Subsidiary other than a Guarantor hereunder and (y) if secured, shall either (I) not be secured by assets other than Collateral (and, if applicable, shall be subject to a subordination agreement and/or the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement may, without and/or other lien subordination and intercreditor arrangement reasonably satisfactory to the consent of any other Lenders, effect such amendments to this Agreement Borrower and the other Credit Documents Administrative Agent, as may applicable) or (II) be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.secured solely by assets that do not constitut
Appears in 1 contract
Sources: Credit Agreement (Vistra Corp.)
Incremental Facilities. Borrower may (a) Any Borrower (including any Additional Borrower) or any other Guarantor may by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans or increases in Term Loans of any Class (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving LoanCredit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (ii) the Commitments”), by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples which may be incurred in Dollars, Euros or Sterling. In connection with the incurrence of $1,000,000 in excess any Indebtedness under this Section 2.14, at the request of that amount. Each such notice the Administrative Agent, the Borrowers shall specify provide to the date (each, an “Increased Amount Date”) on which Borrower proposes Administrative Agent a certificate certifying that the New Revolving Loan Commitments or New Term Loan Commitmentsdo not exceed the Maximum Incremental Facilities Amount, as applicable, which certificate shall be effectivein reasonable detail and shall provide the calculations and basis therefor and, which shall be a date not less than 10 Business Days after subject to reclassification as set forth in Section 10.1, classify such Indebtedness as being incurred under clause (i) or clause (ii) of the date on which such notice is delivered to the Term Administrative Agent or such shorter period definition of time as consented to by the Term Administrative Agent“Maximum Incremental Facilities Amount”. Borrower The Borrowers may invite approach any Lender or any Person (other Person that is an Eligible Assignee (each, than a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicablenatural Person) to provide all or a portion of the New Revolving Loan Commitment or New Term Loan Commitment, as applicableCommitments; provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such Subject to Section 1.12 in each case, such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that be subject to (1i) no Default or Event of Default under Section 11.1 or Section 11.5 (with respect to the Borrowers) shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, (ii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Borrowers and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e5.4(e); , and (4iii) Borrower the Borrowers shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the New Revolving Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments or pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Borrowers and agreed to by Lenders providing such New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. The proceeds On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of Revolving Credit Loans for all purposes of this Agreement. Notwithstanding anything else to the contrary in this Section 2.14 or otherwise in this Agreement, any Incremental Loans may be incurred by any Borrower(s) and/or any other Credit Party at the option of the New Borrowers.
(b) Incremental Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Credit Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing following terms and conditions, (a) with respect to New Revolving Credit Commitments, each of the Lenders with Revolving Lenders Credit Commitments of such Class shall assign to each of the Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lenders, Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving LendersCredit Commitments of such Class, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans of such Revolving Loans Class will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of such Class after giving effect to the addition of such New Revolving Loan Credit Commitments to the Revolving Credit Commitments, and (b) with respect to Incremental Revolving Credit Commitments, (bi) each New Incremental Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and and, each Loan made thereunder under a New Revolving Credit Commitment (a “New Revolving Credit Loan”) and each Loan made under an Additional Revolving Credit Commitment (an “Additional Revolving Credit Loan” and, together with New Revolving Credit Loans, the “Incremental Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Loan Credit Loans and (cii) each New Revolving Loan Lender and each Lender with an Additional Revolving Credit Commitment (each an “Additional Revolving Loan Lender” and, together with the New Revolving Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Lender with respect to the New Revolving Loan Credit Commitment and all matters relating thereto. On any Increased Amount Date on which any ; provided that the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to the extent such consent, if any, would be required under Section 13.6(b) for an assignment of Revolving Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Loan Lender.
(c) New Term Loan Commitments of any Series are effective, shall be subject to the satisfaction of the foregoing following terms and conditions, (i) each Lender with a New Term Loan Lender Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to Borrower the Borrowers (a “New Term Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental Loans”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof .
(yd) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as on terms and documentation set forth herein or in the applicable Joinder Agreement. In any event Agreement as determined by the Borrowers; provided that (i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Tranche B-5-6 Term Loan Maturity Date; (ii) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the remaining weighted average life to maturity of the Revolving Loans or the Initial then existing Tranche B-5-6 Term Loans (whichever provided that the foregoing clauses (i) and (ii) shall not apply to (A) up to the greater of (x) $1,100,000,000 and (y) 100% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in IncrementalNew Term FacilitiesLoans as selected by the Borrowers, (B) customary bridge loans (including 364-day bridge loans); provided, that either (x) the terms of such bridge loans provide for automatic extension of the maturity date thereof to a date that is longestnot earlier than the Tranche B-5-6 Term Loan Maturity Date or (y) any loans, notes, securities or other Indebtedness (other than revolving loans) which are exchanged for or otherwise replace such bridge loans shall be subject to the requirements of clauses (i) and (ii), (C) customary term A loans and (D) Indebtedness issued subject to customary escrow arrangements that have redemption requirements related to such escrow release (so long as subject to such escrow)), (iii) the pricing, interest rate margins, discounts, premiums, rate floors, fees, and amortization schedule applicable to any New Term Loans shall be determined by the Borrowers and the Lenders thereunder; provided, that except with respect to (A) up to the greater of (x) $1,100,000,000 and (y) 100% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) of New Term Loans (as selected by the Borrowers), (B) customary term A loans, (C) customary bridge loans (including 364-day bridge loans) (provided that any loans, notes, securities or other Indebtedness (other than revolving loans) which are exchanged for or otherwise replace such bridge loans shall be subject to the requirements of this clause (iii)) and (D) New Term Loans incurred in connection with a Permitted Acquisition or other Permitted Investment, with respect to any such non-excepted New Term Loans in the form of a broadly syndicated U.S. dollar denominated term “B” loan that is secured on a pari passu basis with the Tranche B-5 Term Loans incurred pursuant to clause (i)(a) of the definition of “Maximum Incremental Facilities Amount” that matures earlier than one year after the Tranche B-5 Term Loan Maturity Date, only during the period commencing on the Amendment No. 6 Effective Date and ending on the date that is 12 months after the Amendment No. 6 Effective Date, if the Applicable Margin for SOFR Loans in respect of such New Term Loans exceeds the Applicable Margin for SOFR Loans in respect of the then existing Tranche B-5 Term Loans by more than 0.75%, the Applicable Margin for SOFR Loans in respect of the then existing Tranche B-5 Term Loans shall be adjusted so that the Applicable Margin in respect of the then existing Tranche B-5 Term Loans that are SOFR Loans is equal to the Applicable Margin for SOFR Loans in respect of such New Term Loans minus 0.75% (the “Tranche B-5 MFN Protection”), (iv) to the extent such terms and documentation are not consistent with the then existing Tranche B-5 Term Loans (except to the extent permitted by clause (i), (ii) or (iii) above), they shall either (x) reflect market terms and conditions (as determined by the Borrowers in good faith) at the time of incurrence or issuance of New Term Loans (or the obtaining of a commitment with respect thereto) or (y) be reasonably satisfactory to the Administrative Agent (it being understood that, (1) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness or (2) no consent shall be required by the Administrative Agent or any of the Lenders if any covenants or other provisions are only applicable after the then-Latest Term Loan Maturity Date), (v) any New Term Loans may provide for the ability to participate (A) on a pro rata basis or non-pro rata basis in any voluntary prepayment of Term Loans made pursuant to Section 5.1 and (B) on a pro rata or less than pro rata basis (but not on a greater than pro rata basis, other than in the case of prepayment with proceeds of Indebtedness refinancing such New Term Loans) in any mandatory prepayment of Term Loans required pursuant to Section 5.2, (vi) New Term Loans may not be guaranteed by any Person which is not a Credit Party and (vii) if secured, any New Term Loans may not be secured by assets that do not constitute Collateral. For the avoidance of doubt, all parties to this Agreement hereby agree that the proviso to clause (iii) of this paragraph (d) does not apply with respect to any Tranche B-2 Term Loans and/or Tranche B-4 Term Loans (all of which such “MFN” protections have expired prior to the Amendment No. 6 Effective Date) and/or any Tranche B-6 Term Loans (all of which such “MFN” protection (if any) has expired and/or not been set and/or not been renewed).
(e) Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Initial Revolving Credit Commitments and the related Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(i) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank equal in right of each Series shall be no shorter than the latest payment and of the final maturity of security with the Revolving Credit Loans and the Term Loans, ,
(ii) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Initial Revolving Credit Commitments and related Revolving Credit Loans at the time of incurrence of such Incremental Revolving Credit Commitments,
(iii) the Weighted Average Yield borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments, and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (v) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date,
(iv) subject to the provisions of Section 2.1(e) and Section 3.12 to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments of the same Series in accordance with their percentage of such Revolving Credit Commitments on the applicable Increased Amount Date (and except as provided in Section 2.1(e) and Section 3.12, without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued in respect of such Series),
(v) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(vi) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the New Term applicable Increased Amount Date,
(vii) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to such Increased Amount Date, and
(viii) the pricing, fees, maturity and other immaterial terms of the Additional Revolving Credit Loans of each Series may be different and shall be determined by Borrower the Borrowers and the applicable new Lenders thereunder so long as the final maturity date and shall be set forth in each applicable Joinder Agreement; providedthe weighted average maturity of any Additional Revolving Credit Loans and Additional Revolving Credit Commitments, howeveras applicable, the Weighted Average Yield applicable to the New Term Loans shall not be greater than earlier than, or shorter than, as the applicable Weighted Average Yield payable pursuant to case may be, the terms of this Agreement maturity date or the remaining weighted average life, as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitmentsapplicable, if not consistent with the terms of the Initial Term Revolving Credit Commitments and related Revolving Credit Loans, as applicable must be reasonably acceptable .
(ix) to the Term extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required by the Administrative Agent. Agent or any of the Lenders if such financial maintenance covenant is also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Indebtedness.
(f) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.other
Appears in 1 contract
Sources: Credit Agreement (GoDaddy Inc.)
Incremental Facilities. Borrower may (a) The Borrower may, from time to time after the Closing Date, upon notice by written notice from the Borrower to the Person appointed by the Borrower to arrange an incremental Facility (such Person (who may be (i) the Administrative Agent or (ii) any other Person appointed by the Borrower), the “Incremental Arranger”) specifying the proposed amount thereof and the proposed currency denomination thereof, request (i) an increase in the Commitments under any Revolving Facility Administrative AgentTranche (which shall be on the same terms as, elect and become part of, the Revolving Tranche proposed to request prior be increased) (each, a “Revolving Credit Commitment Increase”), (ii) an increase in any Term Loan Tranche then outstanding (which shall be on the same terms as, and become part of, the Term Loan Tranche proposed to be increased hereunder (except as otherwise provided in clause (d) below with respect to amortization)) (each, a “Term Commitment Increase”), (iii) the addition of one or more new revolving credit facilities to the Facilities, in each case, in such currency or currencies as the Borrower identifies in such notice (each, a “New Revolving Commitment Termination DateFacility” and, an increase to any advance made by a Lender thereunder, a “New Revolving Loan”; and the existing Revolving Commitments (any such increasecommitments thereof, the “New Revolving Loan CommitmentsCommitment”) and/or and (biv) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment addition of one or more new term loan facilities, in each case, in such currency or currencies as the Borrower identifies in such notice (each, a “New Term Facility”; and any advance made by a Lender thereunder, a “New Term Loan”; and the commitments (thereof, the “New Term Commitment” and together with the Revolving Credit Commitment Increase, the New Revolving Commitments and the Term Commitment Increase, the “New Loan Commitments”), ) in an aggregate principal amount not to exceed the sum of (ix) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess greater of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus 55,000,000 and (B) at Borrower’s option100% of Four Quarter Consolidated EBITDA (the “Cash-Capped Incremental Facility”), (y) an unlimited amount of New Term Loan Commitments and/or (the New Revolving Loan Commitments “Ratio-Based Incremental Facility”) so long as the First Lien Net Maximum Leverage Ratio Requirement is no more than 4.25:1.00 as satisfied and (z) an amount equal to (i) (A) all voluntary prepayments of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred made pursuant to Section 6.1(b)(xxiii2.05(a) and (B) all repurchases and/or cancellations of Term Loans made pursuant to the terms hereof and (ii) voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) (including for the avoidance of doubt New Revolving Loans), calculated assuming such debt is Consolidated First Lien Secured Debtto the extent accompanied by a corresponding, permanent reduction in the Revolving Credit Commitments pursuant to Section 2.06(a), and, in each case, to the extent not funded with respect the proceeds of long-term Indebtedness (excluding, for the avoidance of doubt, proceeds of any revolving credit facility (including the Revolving Credit Facility)) and to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder extent secured (the “Prepayment-Based Incremental Facility”) (such aggregate amountsum, at any such time, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment ; provided that any such request for an increase shall be in a minimum amount of the lesser of (x) $5,000,000 or, in the case of any New Loan Commitments denominated in a foreign currency, the equivalent of such amount in such currency, and (y) the entire amount of any increase that may be requested under this Section 2.14; provided, further, that for purposes of any New Loan Commitments established pursuant to this Section 2.14 and New Incremental Notes issued pursuant to Section 2.15:
(A) At the Borrower’s option, the Borrower shall be deemed to have used amounts under the Ratio-Based Incremental Facility (to the extent compliant therewith), prior to utilization of the Prepayment-Based Incremental Facility and the Cash-Capped Incremental Facility, and the Borrower shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility,
(B) New Loan Commitments pursuant to this Section 2.14 and New Incremental Notes pursuant to Section 2.15 may be incurred under the Ratio-Based Incremental Facility (to the extent compliant therewith), the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction or series of related transactions by, at the Borrower’s option, by first calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts substantially concurrently utilized pursuant to the Cash-Capped Incremental Facility, the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01 (including, without limitation, pursuant to clause (o) thereof)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility,
(C) Any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall be automatically divided (if applicable) and redesignated as having been incurred under the Ratio-Based Incremental Facility in the event that subsequent to the original incurrence, the Borrower would be permitted to incur the aggregate principal amount that is not less than $5,000,000 of Indebtedness being so redesignated under the Ratio-Based Incremental Facility (or such lesser amount which which, for the avoidance of doubt, shall be approved by have the applicable Administrative Agent or such lesser amount that shall constitute effect of increasing the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify Cash-Capped Incremental Facility and/or the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan CommitmentsPrepayment-Based Incremental Facility, as applicable, by the amount of such redesignated Indebtedness), and
(D) solely for the purpose of calculating the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio to determine the availability under the Ratio-Based Incremental Facility at the time of incurrence, any cash proceeds incurred pursuant to this Section 2.14 and/or New Incremental Notes being incurred at such test date in calculating such Consolidated Senior Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agentexcluded. The Borrower may invite designate any Incremental Arranger of any New Loan Commitments with such titles under the New Loan Commitments as the Borrower may deem appropriate.
(b) For the avoidance of doubt, the Borrower will not be obligated to approach any Lender or other Person that is an Eligible Assignee (each, a “to participate in any New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Commitments. Any Lender approached to provide all or a portion of the participate in any New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide participate in such increase or new facility. The Borrower may also invite additional Eligible Assignees reasonably satisfactory to the Incremental Arranger and, solely in connection with a Revolving Credit Commitment Increase or New Revolving Facility, with the consent of the Administrative Agent and each L/C Issuer (to the extent the consent of any of the foregoing would be required to assign Revolving Credit Loans to such Eligible Assignee, which consent shall not be unreasonably withheld, conditioned or delayed) to become Lenders pursuant to a joinder agreement to this Agreement. Neither the Administrative Agent nor the Collateral Agent (in their respective capacities as such) shall be required to execute, accept or acknowledge any joinder agreement pursuant to this Section 2.14 and such execution shall not be required for any such joinder agreement to be effective; provided that, with respect to any New Loan Commitment Commitments, the Borrower must provide to the Administrative Agent the documentation providing for such New Loan Commitments and prior written notice of such joinder documentation.
(c) If (i) a Revolving Tranche or a Term Loan Tranche is increased in accordance with this Section 2.14 or (ii) a New Term Loan Commitment. Such Facility or New Revolving Loan Commitments Facility is added in accordance with this Section 2.14, the Incremental Arranger and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase, New Term Facility or New Revolving Facility among the applicable Lenders. The Incremental Arranger shall promptly notify the applicable Lenders of the final allocation of such increase, New Term Facility or New Revolving Facility and the Increase Effective Date. In connection with (i) any increase in a Term Loan Commitments Tranche or Revolving Tranche or (ii) any addition of a New Term Facility or New Revolving Facility, in each case, pursuant to this Section 2.14, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Borrower and the Incremental Arranger (and the Lenders hereby authorize any such Incremental Arranger to execute and deliver any such documentation)) in order to establish the New Term Facility or New Revolving Facility or to effectuate the increases to the Term Loan Tranche or Revolving Tranche and to reflect any technical changes necessary or appropriate to give effect to such increase or new facility in accordance with its terms as set forth herein. As of the Increase Effective Date, in the case of an increase to an existing Term Loan Tranche, the amortization schedule for the Term Loan Tranche then increased set forth in Section 2.07(a) (or any other applicable amortization schedule for New Term Loans or Specified Refinancing Term Loans) shall become effective as be amended in a writing (which may be executed and delivered by the Borrower and the Incremental Arranger (and the Lenders hereby authorize any such Incremental Arranger to execute and deliver any such documentation)) to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Loans under such Increased Amount Term Loan Tranche being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Increase Effective Date; provided that .
(1d) With respect to any Revolving Credit Commitment Increase, Term Commitment Increase or addition of New Term Facility or New Revolving Facility pursuant to this Section 2.14, (i) no Default or Event of Default shall (subject to Section 1.02(i) in connection with any acquisition or investment) would exist on such Increased Amount Date before or after giving effect to such increase; (ii) (A) in the case of any increase of the Revolving Tranche, (1) the final maturity shall be the same as the Maturity Date applicable to the Revolving Credit Facility, (2) no amortization or mandatory commitment reduction prior to the Maturity Date applicable to the Revolving Credit Facility shall be required and (3) the terms and documentation applicable to the Revolving Credit Facility shall apply, (B) in the case of any New Revolving Facility, (1) the final maturity shall be no earlier than the Maturity Date applicable to the Revolving Credit Facility and (2) no amortization or mandatory commitment reduction prior to the Maturity Date applicable to the Revolving Credit Facility shall be required, (C) in the case of any increase of a Term Loan Commitments or Tranche, the final maturity of the Term Loans, New Term Loan CommitmentsLoans, Specified Refinancing Term Loans or Extended Term Loans increased pursuant to this Section shall be no earlier than the Latest Maturity Date for, and such additional Loans shall not have a Weighted Average Life to Maturity shorter than the longest remaining Weighted Average Life to Maturity of, any other outstanding Term Loans, New Term Loans, Specified Refinancing Term Loans or Extended Term Loans, as applicable; provided provided, that Extendable Bridge Loans may have a maturity date earlier than the Latest Maturity Date of all then outstanding Term Loans and, with respect to Extendable Bridge Loans, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans, and (D) in the case of New Revolving Loan Commitments or any New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or Facility, other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that than in the case of New Revolving Loan Commitments or Extendable Bridge Loans, such New Term Facility shall have a final maturity no earlier than the then Latest Maturity Date of any Term Loan Commitments Tranche and the purpose Weighted Average Life to Maturity of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) such New Term Facility shall be limited only no shorter than that of any existing Term Loan Tranche; (iii) except with respect to representations All-in Yield and as set forth in Sections 4.1subclause (D) above with respect to final maturity and Weighted Average Life to Maturity, 4.2any such New Term Facility or New Revolving Facility shall have terms reasonably satisfactory to the Incremental Arranger; provided, 4.3that (x) to the extent such terms (excluding pricing, 4.4and optional prepayment or redemption terms) are more favorable to the existing Lenders than comparable terms existing in the Loan Documents, 4.6such terms shall be incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders (to the extent applicable to such Lender) by an amendment to this Agreement (which may be accomplished without further Lender voting requirements) (provided that, 4.7for the avoidance of doubt, 4.28at the option of the Borrower, 4.29 the Borrower may, but shall not be required to, increase the Applicable Rate or amount of amortization relating to any existing Term Facility to bring such Applicable Rate in line with the New Term Facility to achieve fungibility with such existing Term Facility) and 4.30(y) otherwise, may be incorporated if so reasonably satisfactory to the Borrower, the Incremental Arranger and the Administrative Agent; and (iv) to the extent reasonably requested by the Incremental Arranger, the Incremental Arranger shall have received legal opinions, resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 or delivered from time to time pursuant to Section 6.12, Section 6.14 and/or Section 6.16 with respect to Holdings and the Borrower and each material Subsidiary Guarantor that is organized in a jurisdiction for which counsel to the Administrative Agent advises that such deliveries are reasonably necessary to preserve the Collateral in such jurisdiction (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion). Subject to the foregoing, the conditions precedent to each such increase or New Loan Commitment shall be agreed to by the New Revolving Loan Lenders providing such increase or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan LenderCommitment, as applicable, and applicable Administrative Agentthe Borrower.
(e) On the Increase Effective Date with respect to an increase to an existing Revolving Tranche, (x) 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 increase to the Revolving Credit Commitments (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of which shall be recorded such Revolving Credit Lender’s participations hereunder in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any outstanding L/C Obligations such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in L/C Obligations will equal the percentage of the aggregate Revolving Credit Commitments of all such assignments and purchases, Revolving Credit Lenders represented by such Revolving Loans will be held by existing Credit Lender’s Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Seriesif, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through on the date of such calculation with respect increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the Initial Increase Effective Date be prepaid from the proceeds of 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 3.06. 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. The additional Term Loans plus 0.50% per annum unless made under the interest rate with respect Term Loan Tranche subject to the Initial Term Loan is increased so as increases shall be made by the applicable Lenders participating therein pursuant to cause the then applicable Weighted Average Yield under this Agreement procedures set forth in Sections 2.01 and 2.02 and on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms date of the New Term Loans and New Term Loan Commitments, if not consistent with the terms making of the Initial such new Term Loans, as applicable must be reasonably acceptable and notwithstanding anything to the Term Administrative Agent. Each Joinder Agreement maycontrary set forth in Sections 2.01 and 2.02, without the consent of any other Lenders, effect such amendments new Loans shall be added to this Agreement (and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.form part of) each Borrowi
Appears in 1 contract
Incremental Facilities. The Borrower Representative may (a) by written notice from Borrower to Revolving Facility the Administrative Agent, Agent at any time after the Restatement Date elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Incremental Revolving Loan Commitments”) and/or (bB) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new term loan commitments (the “New Incremental Term Loan Commitments”), in by an aggregate principal amount not to exceed (1) the sum of (x) $1,350,000,000 plus (y) the aggregate amount of all voluntary prepayments of Term Loans and Revolving Loans pursuant to Section 2.13(a) (ito the extent, in the case of voluntary prepayments of Revolving Loans, there is an equivalent permanent reduction of the Revolving Commitments pursuant to Section 2.13(b)), plus (z) the New aggregate amount of Revolving Commitments of any Lender that was a Defaulting Lender that have been terminated, plus (2) an additional unlimited amount so long as, after giving pro forma effect to the incurrence of such Incremental Revolving Commitments and/or Incremental Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds consummation of any New Revolving Loans and/or New Term Loans from Unrestricted Investment or acquisition, repayment of any Indebtedness or payment or making of any Restricted Payment with the Net Cash in clause Proceeds thereof (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (thereunder, but otherwise excluding the Net Cash Proceeds of any such aggregate amountIncremental Term Loan Commitments or Incremental Revolving Commitments), the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be Senior Secured Net Leverage Ratio would not exceed 3.00:1.00, and, in a principal amount that is each case, not less than $5,000,000 25,000,000 individually (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 maximum amount then permitted to be incurred pursuant to clauses (1) and all (2) above on such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such datedate of determination), and integral multiples of $1,000,000 10,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the New Incremental Revolving Loan Commitments or New Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period and (B) the identity of time as consented to by the Term Administrative Agent. Borrower may invite any each Lender or other Person that is an Eligible Assignee (each, a an “New Incremental Revolving Loan Lender” or “New Incremental Term Loan Lender”, as applicable) to provide a New whom the Borrower Representative proposes any portion of such Incremental Revolving Loan Commitment Commitments or New Incremental Term Loan CommitmentCommitments, as applicable, be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Incremental Revolving Loan Commitments or New Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide a New an Incremental Revolving Loan Commitment or a New an Incremental Term Loan Commitment. Such New Incremental Revolving Loan Commitments or New Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that that: (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Incremental Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Incremental Term Loan Commitments, as applicable; (2) both before and after giving effect to the making incurrence of any Series of New such Incremental Revolving NY\6180200.13 Commitments and/or Incremental Term LoansLoan Commitments, each of the conditions set forth in Section 3.2(a)(iii) 3.02 shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Section 6.07 as of the last day of the most recently ended Fiscal Quarter after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, and the consummation of any Investment or acquisition, repayment of any Indebtedness or payment or making of any Restricted Payment with the Net Cash Proceeds thereof (assuming a borrowing of the maximum amount of Loans available thereunder, but otherwise excluding the Net Cash Proceeds of any such Incremental Term Loan Commitments or New Incremental Revolving Commitments); (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the applicable Borrower, the New Incremental Revolving Loan Lender or New Incremental Term Loan Lender, as applicable, and applicable the Administrative Agent, and each of which shall be recorded in the Register and each New Incremental Revolving Loan Lender and New Incremental Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e2.20(c); (45) the applicable Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Incremental Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (56) the applicable Borrower shall deliver or cause to be delivered any legal opinions or other documents (including modifications of Mortgages and title insurance endorsements or policies) as reasonably requested by the applicable Administrative Agent in connection with any such transaction; and (7) the applicable Borrower shall have paid all fees and expenses owing to the Agents and the Lenders in respect of such Incremental Revolving Commitments or Incremental Term Loan Commitments; provided that, to the extent the proceeds of any Incremental Term Loans are being used to finance a Permitted Acquisition or other Investment permitted hereunder, with the consent of the Borrower Representative and the applicable Incremental Term Loan Lender(s), clauses (1) and (2) above shall not apply so long as on the date of the incurrence of such Incremental Term Loans, the Specified Representations shall be true and correct in all material respects as of the date of such incurrence except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; (it being understood that to the extent any such representation and warranty is already qualified by materiality or material adverse effect, such representation and warranty will be true and correct in all respects). Any New Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Incremental Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Incremental Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Lenders Commitments of the same Class shall assign to each of the New Incremental Revolving Loan Lenders, and each of the New Incremental Revolving Loan Lenders shall purchase from each of the Revolving such Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders with Revolving Lenders Commitments of the same Class and New Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Incremental Revolving Loan Commitments to the Revolving CommitmentsCommitments of the applicable Class, (b) each New Incremental Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment of the applicable Class and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.NY\6180200.13
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Sources: Credit Agreement (PVH Corp. /De/)
Incremental Facilities. Borrower may (a) The Parent Borrower may by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans (including on a delayed draw basis) (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (ii) the Commitments”), by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 (or the Dollar Equivalent thereof) individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date on which the Parent Borrower proposes that the New Loan Commitments shall be effective (eachthe effective date, an the “Increased Amount Date”), the Borrowers (including by appointing a Guarantor (other than Holdings) on as a “Borrower”, subject to customary “know your customer” and equivalent procedures and compliance with Section 1.13 (which Borrower proposes that the New Revolving Loan Commitments or shall be deemed to apply to New Term Loan Commitments, as applicablemutatis mutandis)) to which such New Loan Commitments will be available and the currency in which such New Loan Commitments will be borrowed. Subject to Section 1.11(c), in connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Parent Borrower shall provide to the Administrative Agent a certificate certifying that the New Loan Commitments do not exceed the Maximum Incremental Facilities Amount, which certificate shall be effective, which in reasonable detail and shall be a date not less than 10 Business Days after provide the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agentcalculations and basis therefor. Borrower The Borrowers may invite approach any Lender or any Person (other Person that is an Eligible Assignee (each, than a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicablenatural Person) to provide all or a portion of the New Revolving Loan Commitment or New Term Loan Commitment, as applicableCommitments; provided that any Lender offered or approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such In each case, such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such the applicable Increased Amount Date; provided that (1i) (A) subject to Section 1.11(c), no Default or Event of Default under Section 11.1 or Section 11.5 (solely with respect to a Borrower) shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses applicable and (a), (fB) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth condition in Section 3.2(a)(iii7.1(b) shall be satisfied; provided satisfied (it being understood that all references to “the date of such Credit Event” or similar language in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) such Section 7.1 shall be limited only deemed to representations set forth refer to the applicable date determined in Sections 4.1accordance with Section 1.11(c)); provided, 4.2further, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by that the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, lenders providing such New Revolving Loan Commitments or New Term Loans Commitmentsmay modify and/or waive the requirement regarding the condition in Section 7.1(b) for all purposes hereunder, as applicable; (3ii) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, Parent Borrower and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e5.4(e); , (4iii) Borrower the New Loan Commitments (x) shall not be incurred or guaranteed by any Subsidiary other than any Credit Party and (y) if secured, shall not be secured by any assets other than the Collateral and (iv) the Borrowers shall make any payments required pursuant to Section 2.18(c) 2.11 in connection with the #101458425v1 New Revolving Loan Commitments, as applicable. No Lender shall have any obligation to provide any Commitments or pursuant to this Section 2.14(a). Any New Term Loans shall, at the election of the Parent Borrower and agreed to by Lenders providing such New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated as (a) a separate series (a “Series”) of New Term Loans for all purposes of this Agreement or (b) as part of a Series of existing Term Loans for all purposes of this Agreement. The proceeds On and after the Increased Amount Date, Additional Revolving Credit Loans shall be designated a separate Series of the New Additional Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower Credit Loans for working capital and general corporate all purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. Agreement.
(b) On any Increased Amount Date on which New Incremental Revolving Loan Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) with respect to New Revolving Credit Commitments, each of the Lenders with Revolving Lenders Credit Commitments of such Class shall assign to each of the Lender with a New Revolving Credit Commitment (each, a “New Revolving Loan Lenders, Lender”) and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving LendersCredit Commitments of such Class, at the principal amount thereof (together with accrued interest)thereof, such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans of such Revolving Loans Class will be held by existing Revolving Credit Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments of such Class after giving effect to the addition of such New Revolving Loan Credit Commitments to the Revolving Credit Commitments, and (b) with respect to Incremental Revolving Credit Commitments, (bi) each New Incremental Revolving Loan Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and and, each Loan made thereunder under a New Revolving Credit Commitment (a “New Revolving Credit Loan”) and each Loan made under an Additional Revolving Credit Commitment (an “Additional Revolving Credit Loan” and, together with New Revolving Credit Loans, the “Incremental Revolving Credit Loan”) shall be deemed, for all purposes, a Revolving Loan Credit Loans and (cii) each New Revolving Loan Lender and each Lender with an Additional Revolving Credit Commitment (together with the New Revolving Loan Lenders, the “Incremental Revolving Loan Lenders”) shall become a Lender with respect to the New Revolving Loan Credit Commitment and all matters relating thereto. ; provided that the Administrative Agent and the Letter of Credit Issuer shall have consented (not to be unreasonably withheld, delayed or conditioned) to such Lender’s or Incremental Revolving Loan Lender’s providing such Incremental Revolving Credit Commitment to the extent such consent, if any, would be required under Section 13.6(a) for an assignment of Revolving Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Loan Lender.
(c) On any Increased Amount Date or after the date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Term Loan Lender Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to Borrower the Borrowers, as specified in the applicable Notice of Borrowing, (a “New Term Loan” and, together with the Incremental Revolving Credit Loans, the “Incremental Loans”) in an amount equal up to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof .
(yd) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as on terms and documentation set forth herein or in the applicable Joinder Agreement. In any event Agreement as determined by the Parent Borrower; provided that (i) subject to the weighted average life to maturity of all Inside Maturity Exceptions, the applicable New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Loan Maturity Date of each Series shall be no earlier than the Initial Term Loan Maturity Date (as in effect at the time of such incurrence or obtaining of a commitment with respect thereto); (ii) subject to the Inside Maturity Exceptions, the Weighted Average Life to Maturity of all New Term Loans shall be no shorter than the latest remaining Weighted Average Life to Maturity of the final maturity then existing Amendment No. 56 Term Loans ((A) excluding the effects of any amortization of such New Term Loans in an amount no greater than 1.00% per annum at the time of incurrence or other obtaining thereof (subject to marginal increases resulting from the addition of one or more subsequent fungible tranches thereto) and (B) calculated without giving effect to prepayments of the Term Loans) (as in effect at the time of such incurrence or obtaining of a commitment with respect thereto), (iii) the mandatory prepayments of the New Term Loans shall be made on a pro rata basis (or less than pro rata basis) with all other Initial Term Loans and Amendment No. 56 Term Loans in the case of mandatory prepayments applicable to the Initial Term Loans or the Amendment No. 56 Term Loans, as applicable, (iv) the pricing, interest rate #101458425v1
(1) New Term Loans incurred on or after the date that is 6 months after the Amendment No. 5 Effective Date, (2) New Term Loans scheduled to mature on or after the date that is one year after the Initial Term Loan Maturity Date, (3) any New Term Loans originally incurred in reliance upon the Shared Incremental Amount or the Prepayment and Extension Amount, (4) any New Term Loans incurred in connection with a Permitted Acquisition or other permitted Investment or to refinance Indebtedness incurred in connection with a Permitted Acquisition or other permitted Investment, (5) any New Term Loans having an aggregate principal amount not exceeding the greater of $210,800,000 and 100% of Consolidated EBITDA as of the last day of the most recently ended Test Period, as selected by the Parent Borrower and (6) any New Term Loans that constitutes a bridge facility (clauses (1), (2), (3), (4), (5) and (6), collectively, the “MFN Exceptions”); and (v) to the extent such terms and documentation are materially more favorable to the New Term Loan Lenders than the terms of the then existing Amendment No. 56 Term Loans (except to the extent permitted (or, for the avoidance of doubt, not prohibited) by clause (i), (ii), (iii) or (iv) above), they shall be either (A) reasonably satisfactory to the Administrative Agent (provided that no consent shall be required by the Administrative Agent or any of the Lenders if any covenants or other provisions are only applicable after the Initial Term Loan Maturity Date or if such covenants or other provisions are added for the benefit of the Initial Term Loans or the Amendment No. 56 Term Loans, as applicable), (B) then-current market terms (as determined by the Borrower in good faith at the time of incurrence or issuance (or the obtaining of a commitment or establishment of initial terms with respect thereto)) for the applicable type of Indebtedness or (C) applicable only to periods after the Initial Term Loan Maturity Date.
(e) Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Amendment No. 4 Revolving Credit Commitments and the related Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(i) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, ,
(ii) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Amendment No. 4 Revolving Credit Commitments and related Revolving Credit Loans at the time of incurrence of such Incremental Revolving Credit Commitments,
(iii) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments, and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (v) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date, #101458425v1
(iv) subject to Section 3.12 to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments of the same Series in accordance with their percentage of such Revolving Credit Commitments on the applicable Increased Amount Date (and except as provided in Section 3.12, without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued in respect of such Series),
(v) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Increased Amount Date shall be made on a pro rata basis with all other Revolving Credit Commitments on such Increased Amount Date, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(vi) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the applicable Increased Amount Date,
(vii) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to such Increased Amount Date,
(viii) to the extent that any New Term Loan does not form a part of the same Class with the applicable outstanding Class(es) of Term Loans for United States federal income tax purposes, such New Term Loan will have a separate CUSIP, LIN or any other security identifier, and
(ix) the pricing, fees, maturity and other terms and provisions (other than with respect to matters contemplated by clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) of this Section 2.14(e), which shall be as set forth above) of the Additional Revolving Credit Loans may be different and shall be either (A) determined by the Parent Borrower and the Lenders thereunder so long as the final maturity date and the Weighted Average Yield applicable Life to Maturity of any Additional Revolving Credit Loans and Additional Revolving Credit Commitments, as applicable, shall not be earlier than, or shorter than, as the New case may be, the maturity date or the Weighted Average Life to Maturity, as applicable, of the Amendment No. 4 Revolving Credit Commitments and related Revolving Credit Loans or (B) consistent with market terms and conditions, taken as a whole, at the time of incurrence or effectiveness of such Additional Revolving Credit Loans.
(f) [Reserved].
(i) The Parent Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Class”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14(g). In order to establish any Extended Term Loans, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each Series of the Lenders of the applicable Existing Term Loan Class which such request shall be determined by Borrower and offered equally to all such Lenders) (a “Term Loan Extension Request”) setting forth the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, proposed terms of the Weighted Average Yield applicable to the New Extended Term Loans to be established, which shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.materially more restrictive to
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Incremental Facilities. Borrower may (a) The Borrower may by written notice from Borrower to Revolving Facility Administrative Agent, elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new (x) additional tranches of term loan loans or increases in Term Loans of any Class (the commitments (thereto, the “New Term Loan Commitments”), (y) increases in an aggregate principal amount Revolving Credit Commitments of any Class (ithe “New Revolving Credit Commitments”), and/or (z) additional tranches of Revolving Credit Commitments (the “Additional Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”; together with the New Term Loan Commitments and the New Revolving Credit Commitments, the “New Loan Commitments plus (ii) the Commitments”), by an aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 the Maximum Incremental Facilities Amount in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that is not less than $5,000,000 10,000,000 individually (or such lesser amount which shall as (x) may be approved by the applicable Administrative Agent or such lesser amount that (y) shall constitute the difference between $5,000,000 the Maximum Incremental Facilities Amount and all such New Revolving Loan Commitments and New Term Loan Commitments obtained on or prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used effective. In connection with the incurrence of any Indebtedness under this Section 2.14, at the request of the Administrative Agent, the Borrower shall provide to prepay any Subordinated Debt. On any Increased Amount Date on which the Administrative Agent a certificate certifying that the New Revolving Loan Commitments are effecteddo not exceed the Maximum Incremental Facilities Amount, which certificate shall be in reasonable detail and shall provide the calculations and basis therefor and, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be reclassification as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.in
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Incremental Facilities. Borrower may (a) The Borrower may, from time to time after the Closing Date, upon notice by written notice from the Borrower to Revolving the Administrative Agent and the Person appointed by the Borrower to arrange an incremental Facility (such Person (who (i) may be the Administrative Agent, elect if it so agrees, or (ii) any other Person appointed by the Borrower after consultation with the Administrative Agent; provided that such Person may not be an Affiliate of the Borrower), the “Incremental Arranger”) specifying the proposed amount, and currency denomination thereof, request (i) an increase in the Commitments under any Revolving Tranche (which shall be on the same terms as, and become part of, the Revolving Tranche proposed to request prior be increased) (a “Revolving Credit Commitment Increase”), (ii) an increase in any Term Loan Tranche then outstanding (which shall be on the same terms as, and become part of, the Term Loan Tranche proposed to be increased hereunder (except as otherwise provided in clause (d) below with respect to amortization)) (each, a “Term Commitment Increase”), (iii) the addition of one or more new revolving credit facilities to the Facilities (each, a “New Revolving Commitment Termination DateFacility” and, an increase to any advance made by a Lender thereunder, a “New Revolving Loan”; and the existing Revolving Commitments (any such increasecommitments thereof, the “New Revolving Loan CommitmentsCommitment”) and/or and (biv) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment addition of one or more new term loan facilities (each, a “New Term Facility”; and any advance made by a Lender thereunder, a “New Term Loan”; and the commitments (thereof, the “New Term Commitment” and together with the Revolving Credit Commitment Increase, the New Revolving Commitments and the Term Commitment Increase, the “New Loan Commitments”), in ) by an aggregate principal amount not to exceed at the time of such incurrence the sum of (x) the greater of (1) the amount of (i) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) $1,100,000,000 and (xxiv2) not in excess 75% of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as Consolidated EBITDA of the last day of Borrower Parties for the Fiscal Quarter four fiscal quarter period most recently then ended for which a Compliance Certificate required under financial statements have been delivered pursuant to Section 5.1(c6.01(a) has been deliveredor (b), after giving effect to any such incurrence as applicable, calculated on a Pro Forma Basis for such period , less amounts Incurred under Section 2.15(A) (and excluding any Permitted Refinancings thereof (or successive Permitted Refinancings)) (the proceeds “Cash-Capped Incremental Facility”), (y) an unlimited amount (the “Ratio-Based Incremental Facility”) so long as the Maximum First Lien Leverage Requirement is satisfied and (z) an amount equal to all voluntary prepayments of any New Revolving Loans and/or New pari passu Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred made pursuant to Section 6.1(b)(xxiii2.05(a) and repurchases of pari passu Term Loans made pursuant to the terms hereof and voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) to the extent accompanied by a corresponding, permanent reduction in the Revolving Credit Commitments pursuant to Section 2.06(a), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, to the extent not funded with respect the proceeds of long term Indebtedness (other than to any New Revolving Loan Commitment, assuming the extent funded with the identifiable unused proceeds of a borrowing made pursuant to the Cash-Capped Incremental Facility within three months from the date of incurrence thereof) less amounts Incurred under Section 2.15(C) (and any Permitted Refinancings thereof (or successive Permitted Refinancings)) (the maximum amount of Loans available thereunder “Prepayment-Based Incremental Facility”) (such aggregate amountsum, at any such time, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment ; provided that any such request for an increase shall be in a minimum amount of the lesser of (x) $20,000,000 (or equivalent amount) and (y) the entire amount of any increase that may be requested under this Section 2.14; provided, further, that for purposes of any New Loan Commitments established pursuant to this Section 2.14 and Incremental Equivalent Debt issued pursuant to Section 2.15, (A) the Borrower shall be deemed to have used amounts under the Prepayment-Based Incremental Facility, if any, prior to utilization of the Cash-Capped Incremental Facility and the Ratio-Based Incremental Facility, and the Borrower shall be deemed to have used the Ratio-Based Incremental Facility (to the extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio) prior to utilization of the Cash-Capped Incremental Facility, (B) New Loan Commitments pursuant to this Section 2.14 and Incremental Equivalent Debt pursuant to Section 2.15 may be incurred under the Ratio-Based Incremental Facility (to the extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio), the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) the Borrower may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility as having been incurred under the Ratio-Based Incremental Facility so long as, at the time of such redesignation, the Borrower would be permitted to incur the aggregate principal amount that is not less than $5,000,000 of Indebtedness being so redesignated under the Ratio-Based Incremental Facility (or such lesser amount which which, for the avoidance of doubt, shall be approved have the effect of increasing the Cash-Capped Incremental Facility by the applicable Administrative Agent or amount of such lesser amount that shall constitute the difference between $5,000,000 and all such redesignated Indebtedness). The Borrower may designate any Incremental Arranger of any New Revolving Loan Commitments and with such titles under the New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee deem appropriate.
(each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicableb) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Any Lender approached to provide all or a portion of the participate in any New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide participate in such increase or new facility. The Borrower may also invite additional Eligible Assignees reasonably satisfactory to the Incremental Arranger and, solely in connection with a Revolving Credit Commitment Increase or New Revolving Facility, with the consent of the Administrative Agent and each L/C Issuer (to the extent the consent of any of the foregoing would be required to assign Revolving Credit Loans to such Eligible Assignee, which consent shall not be unreasonably withheld or delayed) to become Lenders pursuant to a joinder agreement to this Agreement. Neither the Administrative Agent nor the Collateral Agent (in their respective capacities as such) shall be required to execute, accept or acknowledge any joinder agreement pursuant to this Section 2.14 and such execution shall not be required for any such joinder agreement to be effective; provided that, with respect to any New Loan Commitment Commitments, the Borrower must provide to the Administrative Agent reasonable prior written notice thereof and the documentation providing for such New Loan Commitments.
(c) If (i) a Revolving Tranche or a Term Loan Tranche is increased in accordance with this Section 2.14 or (ii) a New Term Loan Commitment. Such Facility or New Revolving Loan Commitments Facility is added in accordance with this Section 2.14, the Incremental Arranger and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase, New Term Facility or New Revolving Facility among the applicable Lenders. The Incremental Arranger shall promptly notify the applicable Lenders of the final allocation of such increase, New Term Facility or New Revolving Facility and the Increase Effective Date. In connection with (i) any increase in a Term Loan Commitments Tranche or Revolving Tranche or (ii) any addition of a New Term Facility or New Revolving Facility, in each case, pursuant to this Section 2.14, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Borrower and the Incremental Arranger (and the Lenders hereby authorize any such Incremental Arranger to execute and deliver any such documentation)) in order to establish the New Term Facility or New Revolving Facility or to effectuate the increases to the Term Loan Tranche or Revolving Tranche and to reflect any technical changes necessary or appropriate to give effect to such increase or new facility in accordance with its terms as set forth herein pursuant to an Incremental Facility Agreement. As of the Increase Effective Date, in the case of an increase to an existing Term Loan Tranche, the amortization schedule for the Term Loan Tranche then increased set forth in Section 2.07(a) (or any other applicable amortization schedule for New Term Loans or Specified Refinancing Term Loans) shall become effective as be amended in a writing (which may be executed and delivered by the Borrower and the Incremental Arranger (and the Lenders hereby authorize any such Incremental Arranger to execute and deliver any such documentation)) to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Loans under such Increased Amount Term Loan Tranche being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Increase Effective Date; provided that .
(1d) With respect to any Revolving Credit Commitment Increase, Term Commitment Increase or addition of New Term Facility or New Revolving Facility pursuant to this Section 2.14, (i) no Default or Event of Default shall (subject to Section 1.02(i)) would exist on such Increased Amount Date before or after giving effect to such increase; (ii) (A) in the case of any increase of the Revolving Tranche, (1) the final maturity shall be the same as the Maturity Date applicable to the Revolving Credit Facility, (2) no amortization or mandatory commitment reduction prior to the Maturity Date applicable to the Revolving Credit Facility shall be required and (3) the terms and documentation applicable to the Revolving Credit Facility shall apply, (B) in the case of any New Revolving Facility, (1) the final maturity shall be no earlier than the Maturity Date applicable to the Revolving Credit Facility and (2) no amortization or mandatory commitment reduction prior to the Maturity Date applicable to the Revolving Credit Facility shall be required, (C) in the case of any increase of a Term Loan Commitments or Tranche, the final maturity of the Term Loans, New Term Loan CommitmentsLoans or Specified Refinancing Term Loans increased pursuant to this Section shall be no earlier than the Latest Maturity Date for, and such additional Loans shall not have a Weighted Average Life to Maturity shorter than the longest remaining Weighted Average Life to Maturity of, any other outstanding Term Loans, New Term Loans or Specified Refinancing Term Loans, as applicable; provided provided, that Extendable Bridge Loans/Interim Debt at the time of Incurrence may have a maturity date earlier than the Latest Maturity Date of all then outstanding Term Loans and, with respect to Extendable Bridge Loans/Interim Debt at the time of Incurrence, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans, and (D) in the case of New Revolving Loan Commitments or any New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or Facility, other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that than in the case of New Revolving Loan Commitments or Extendable Bridge Loans/Interim Debt at the time of Incurrence, such New Term Facility shall have a final maturity no earlier than the then Latest Maturity Date of any Term Loan Commitments Tranche and the purpose Weighted Average Life to Maturity of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) such New Term Facility shall be limited only no shorter than the remaining Weighted Average Life to representations Maturity of any existing Term Loan Tranche; (iii) except with respect to All-in Yield and as set forth in Sections 4.1subclause (D) above with respect to final maturity and Weighted Average Life to Maturity, 4.2or otherwise as shall be reasonably satisfactory to the Incremental Arranger, 4.3any such New Term Facility or New Revolving Facility shall have the same terms as the Term Facility or Revolving Credit Facility, 4.4respectively; provided, 4.6that (x) to the extent such terms are more favorable to the Lenders than comparable terms existing in the Loan Documents, 4.7such terms may, 4.28in consultation with, 4.29 and 4.30subject to the consent (not to be unreasonably withheld) of, the Administrative Agent, be incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders (to the extent applicable to such Lender) without further amendment requirements, including, for the avoidance of doubt, at the option of the Borrower, any increase in the Applicable Rate, relating to any existing Term Facility to bring such Applicable Rate, in line with the New Term Facility to achieve fungibility with such existing Term Facility and (y) otherwise, may be incorporated if so reasonably satisfactory to the Administrative Agent, the Incremental Arranger and the Borrower and (iv) to the extent reasonably requested by the Incremental Arranger, the Incremental Arranger shall have received legal opinions, resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 or delivered from time to time pursuant to Section 6.12, Section 6.15 and/or Section 6.17 with respect to Holdings and the Borrower and each Subsidiary Guarantor (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Incremental Arranger). Notwithstanding the foregoing, the conditions precedent to each such increase or New Loan Commitment shall be agreed to by the New Revolving Loan Lenders providing such increase or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan LenderCommitment, as applicable, and applicable Administrative Agentthe Borrower.
(e) On the Increase Effective Date with respect to an increase to an existing Revolving Tranche, (x) 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 increase to the Revolving Credit Commitments (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of which shall be recorded such Revolving Credit Lender’s participations hereunder in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any outstanding L/C Obligations such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in L/C Obligations will equal the percentage of the aggregate Revolving Credit Commitments of all such assignments and purchases, Revolving Credit Lenders represented by such Revolving Loans will be held by existing Credit Lender’s Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Seriesif, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through on the date of such calculation with respect increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the Initial Increase Effective Date be prepaid from the proceeds of 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 3.06. 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. The additional Term Loans plus 0.50% per annum unless made under the interest rate with respect Term Loan Tranche subject to the Initial increases shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in Sections 2.01 and 2.02 and on the date of the making of such new Term Loans, and notwithstanding anything to the contrary set forth in Sections 2.01 and 2.02, such new Loans shall be added to (and form part of) each Borrowing of outstanding Term Loans under such Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement Tranche on a pro rata basis (based on the Initial relative sizes of the various outstanding Borrowings), so that each Lender under such Term Loan Tranche will participate proportionately in each then outstanding Borrowing of Term Loans to equal under the Weighted Average Yield then applicable to the Term Loan Tranche.
(f) (i) Any New Term Loans less 0.50% and (iv) all other terms of the New Term Loans Revolving Facility and New Term Loan Commitments, if not consistent Facility shall rank pari passu in right of payment with the terms other Facilities, not be guaranteed by any Person that is not the Borrower or Guarantor under each of the Initial Term Loansother Facilities, as applicable must and be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement mayunsecured, without the consent of any other Lenders, effect such amendments to this Agreement secured either on a first lien “equal and ratable” basis with the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.
Appears in 1 contract
Sources: Credit Agreement (Allison Transmission Holdings Inc)
Incremental Facilities. Borrower may (a) The Borrower may, from time to time after the Closing Date, upon notice by written notice from the Borrower to Revolving the Administrative Agent and the Person appointed by the Borrower to arrange an incremental Facility (such Person (who (i) may be the Administrative Agent, elect if it so agrees, or (ii) any other Person appointed by the Borrower after consultation with the Administrative Agent; provided that such Person may not be an Affiliate of the Borrower), the “Incremental Arranger”) specifying the proposed amount, and currency denomination thereof, request (i) an increase in the Commitments under any Revolving Tranche (which shall be on the same terms as, and become part of, the Revolving Tranche proposed to request prior be increased) (a “Revolving Credit Commitment Increase”), (ii) an increase in any Term Loan Tranche then outstanding (which shall be on the same terms as, and become part of, the Term Loan Tranche proposed to be increased hereunder (except as otherwise provided in clause (d) below with respect to amortization)) (each, a “Term Commitment Increase”), (iii) the addition of one or more new revolving credit facilities to the Facilities (each, a “New Revolving Commitment Termination DateFacility” and, an increase to any advance made by a Lender thereunder, a “New Revolving Loan”; and the existing Revolving Commitments (any such increasecommitments thereof, the “New Revolving Loan CommitmentsCommitment”) and/or and (biv) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment addition of one or more new term loan facilities (each, a “New Term Facility”; and any advance made by a Lender thereunder, a “New Term Loan”; and the commitments (thereof, the “New Term Commitment” and together with the Revolving Credit Commitment Increase, the New Revolving Commitments and the Term Commitment Increase, the “New Loan Commitments”), in ) by an aggregate principal amount not to exceed at the time of such incurrence the sum of (x) the greater of (1) the amount of (i) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) $1,100,000,000 and (xxiv2) not in excess 75% of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as Consolidated EBITDA of the last day of Borrower Parties for the Fiscal Quarter four fiscal quarter period most recently then ended for which a Compliance Certificate required under financial statements have been delivered pursuant to Section 5.1(c6.01(a) has been deliveredor (b), after giving effect to any such incurrence as applicable, calculated on a Pro Forma Basis for such period , less amounts Incurred under Section 2.15(A) (and excluding any Permitted Refinancings thereof (or successive Permitted Refinancings)) (the proceeds “Cash-Capped Incremental Facility”), (y) an unlimited amount (the “Ratio-Based Incremental Facility”) so long as the Maximum First Lien Leverage Requirement is satisfied and (z) an amount equal to all voluntary prepayments of any New Revolving Loans and/or New pari passu Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred made pursuant to Section 6.1(b)(xxiii2.05(a) and repurchases of pari passu Term Loans made pursuant to the terms hereof and voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) to the extent accompanied by a corresponding, permanent reduction in the Revolving Credit Commitments pursuant to Section 2.06(a), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, to the extent not funded with respect the proceeds of long term Indebtedness (other than to any New Revolving Loan Commitment, assuming the extent funded with the identifiable unused proceeds of a borrowing made pursuant to the Cash-Capped Incremental Facility within three months from the date of incurrence thereof) less amounts Incurred under Section 2.15(C) (and any Permitted Refinancings thereof (or successive Permitted Refinancings)) (the maximum amount of Loans available thereunder “Prepayment-Based Incremental Facility”) (such aggregate amountsum, at any such time, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment ; provided that any such request for an increase shall be in a minimum amount of the lesser of (x) $20,000,000 (or equivalent amount) and (y) the entire amount of any increase that may be requested under this Section 2.14; provided, further, that for purposes of any New Loan Commitments established pursuant to this Section 2.14 and Incremental Equivalent Debt issued pursuant to Section 2.15, (A) the Borrower shall be deemed to have used amounts under the Prepayment-Based Incremental Facility, if any, prior to utilization of the Cash-Capped Incremental Facility and the Ratio-Based Incremental Facility, and the Borrower shall be deemed to have used the Ratio-Based Incremental Facility (to the extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio) prior to utilization of the Cash-Capped Incremental Facility, (B) New Loan Commitments pursuant to this Section 2.14 and Incremental Equivalent Debt pursuant to Section 2.15 may be incurred under the Ratio-Based Incremental Facility (to the extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio), the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) the Borrower may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility as having been incurred under the Ratio-Based Incremental Facility so long as, at the time of such redesignation, the Borrower would be permitted to incur the aggregate principal amount that is not less than $5,000,000 of Indebtedness being so redesignated under the Ratio-Based Incremental Facility (or such lesser amount which which, for the avoidance of doubt, shall be approved have the effect of increasing the Cash-Capped Incremental Facility by the applicable Administrative Agent or amount of such lesser amount that shall constitute the difference between $5,000,000 and all such redesignated Indebtedness). The Borrower may designate any Incremental Arranger of any New Revolving Loan Commitments and with such titles under the New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee deem appropriate.
(each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicableb) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Any Lender approached to provide all or a portion of the participate in any New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide participate in such increase or new facility. The Borrower may also invite additional Eligible Assignees reasonably satisfactory to the Incremental Arranger and, solely in connection with a Revolving Credit Commitment Increase or New Revolving Facility, with the consent of the Administrative Agent and each L/C Issuer (to the extent the consent of any of the foregoing would be required to assign Revolving Credit Loans to such Eligible Assignee, which consent shall not be unreasonably withheld or delayed) to become Lenders pursuant to a joinder agreement to this Agreement. Neither the Administrative Agent nor the Collateral Agent (in their respective capacities as such) shall be required to execute, accept or acknowledge any joinder agreement pursuant to this Section 2.14 and such execution shall not be required for any such joinder agreement to be effective; provided that, with respect to any New Loan Commitment Commitments, the Borrower must provide to the Administrative Agent reasonable prior written notice thereof and the documentation providing for such New Loan Commitments.
(c) If (i) a Revolving Tranche or a Term Loan Tranche is increased in accordance with this Section 2.14 or (ii) a New Term Loan Commitment. Such Facility or New Revolving Loan Commitments Facility is added in accordance with this Section 2.14, the Incremental Arranger and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase, New Term Facility or New Revolving Facility among the applicable Lenders. The Incremental Arranger shall promptly notify the applicable Lenders of the final allocation of such increase, New Term Facility or New Revolving Facility and the Increase Effective Date. In connection with (i) any increase in a Term Loan Commitments Tranche or Revolving Tranche or (ii) any addition of a New Term Facility or New Revolving Facility, in each case, pursuant to this Section 2.14, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Borrower and the Incremental Arranger (and the Lenders hereby authorize any such Incremental Arranger to execute and deliver any such documentation)) in order to establish the New Term Facility or New Revolving Facility or to effectuate the increases to the Term Loan Tranche or Revolving Tranche and to reflect any technical changes necessary or appropriate to give effect to such increase or new facility in accordance with its terms as set forth herein pursuant to an Incremental Facility Agreement. As of the Increase Effective Date, in the case of an increase to an existing Term Loan Tranche, the amortization schedule for the Term Loan Tranche then increased set forth in Section 2.07(a) (or any other applicable amortization schedule for New Term Loans or Specified Refinancing Term Loans) shall become effective as be amended in a writing (which may be executed and delivered by the Borrower and the Incremental Arranger (and the Lenders hereby authorize any such Incremental Arranger to execute and deliver any such documentation)) to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Loans under such Increased Amount Term Loan Tranche being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Increase Effective Date; provided that .
(1d) With respect to any Revolving Credit Commitment Increase, Term Commitment Increase or addition of New Term Facility or New Revolving Facility pursuant to this Section 2.14, (i) no Default or Event of Default shall (subject to Section 1.02(i)) would exist on such Increased Amount Date before or after giving effect to such increase; (ii) (A) in the case of any increase of the Revolving Tranche, (1) the final maturity shall be the same as the Maturity Date applicable to the Revolving Credit Facility, (2) no amortization or mandatory commitment reduction prior to the Maturity Date applicable to the Revolving Credit Facility shall be required and (3) the terms and documentation applicable to the Revolving Credit Facility shall apply, (B) in the case of any New Revolving Facility, (1) the final maturity shall be no earlier than the Maturity Date applicable to the Revolving Credit Facility and (2) no amortization or mandatory commitment reduction prior to the Maturity Date applicable to the Revolving Credit Facility shall be required, (C) in the case of any increase of a Term Loan Commitments or Tranche, the final maturity of the Term Loans, New Term Loan CommitmentsLoans or Specified Refinancing Term Loans increased pursuant to this Section shall be no earlier than the Latest Maturity Date for, and such additional Loans shall not have a Weighted Average Life to Maturity shorter than the longest remaining Weighted Average Life to Maturity of, any other outstanding Term Loans, New Term Loans or Specified Refinancing Term Loans, as applicable; provided provided, that Extendable Bridge Loans/Interim Debt at the time of Incurrence may have a maturity date earlier than the Latest Maturity Date of all then outstanding Term Loans and, with respect to Extendable Bridge Loans/Interim Debt at the time of Incurrence, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans, and (D) in the case of New Revolving Loan Commitments or any New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or Facility, other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that than in the case of New Revolving Loan Commitments or Extendable Bridge Loans/Interim Debt at the time of Incurrence, such New Term Facility shall have a final maturity no earlier than the then Latest Maturity Date of any Term Loan Commitments Tranche and the purpose Weighted Average Life to Maturity of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) such New Term Facility shall be limited only no shorter than the remaining Weighted Average Life to representations Maturity of any existing Term Loan Tranche; (iii) except with respect to All-in Yield and as set forth in Sections 4.1subclause (D) above with respect to final maturity and Weighted Average Life to Maturity, 4.2or otherwise as shall be reasonably satisfactory to the Incremental Arranger, 4.3any such New Term Facility or New Revolving Facility shall have the same terms as the Term Facility or Revolving Credit Facility, 4.4respectively; provided, 4.6that (x) to the extent such terms are more favorable to the Lenders than comparable terms existing in the Loan Documents, 4.7such terms may, 4.28in consultation with, 4.29 and 4.30subject to the consent (not to be unreasonably withheld) of, the Administrative Agent, be incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders (to the extent applicable to such Lender) without further amendment requirements, including, for the avoidance of doubt, at the option of the Borrower, any increase in the Applicable Rate, relating to any existing Term Facility to bring such Applicable Rate, in line with the New Term Facility to achieve fungibility with such existing Term Facility and (y) otherwise, may be incorporated if so reasonably satisfactory to the Administrative Agent, the Incremental Arranger and the Borrower and (iv) to the extent reasonably requested by the Incremental Arranger, the Incremental Arranger shall have received legal opinions, resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 or delivered from time to time pursuant to Section 6.12, Section 6.15 and/or Section 6.17 with respect to Holdings and the Borrower and each Subsidiary Guarantor (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Incremental Arranger). Notwithstanding the foregoing, the conditions precedent to each such increase or New Loan Commitment shall be agreed to by the New Revolving Loan Lenders providing such increase or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan LenderCommitment, as applicable, and applicable Administrative Agentthe Borrower.
(e) On the Increase Effective Date with respect to an increase to an existing Revolving Tranche, (x) 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 increase to the Revolving Credit Commitments (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of which shall be recorded such Revolving Credit ▇▇▇▇▇▇’s participations hereunder in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any outstanding L/C Obligations such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in L/C Obligations will equal the percentage of the aggregate Revolving Credit Commitments of all such assignments and purchases, Revolving Credit Lenders represented by such Revolving Loans will be held by existing Credit ▇▇▇▇▇▇’s Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Seriesif, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through on the date of such calculation with respect increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the Initial Increase Effective Date be prepaid from the proceeds of 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 3.06. 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. The additional Term Loans plus 0.50% per annum unless made under the interest rate with respect Term Loan Tranche subject to the Initial increases shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in Sections 2.01 and 2.02 and on the date of the making of such new Term Loans, and notwithstanding anything to the contrary set forth in Sections 2.01 and 2.02, such new Loans shall be added to (and form part of) each Borrowing of outstanding Term Loans under such Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement Tranche on a pro rata basis (based on the Initial relative sizes of the various outstanding Borrowings), so that each Lender under such Term Loan Tranche will participate proportionately in each then outstanding Borrowing of Term Loans to equal under the Weighted Average Yield then applicable to the Term Loan Tranche.
(f) (i) Any New Term Loans less 0.50% and (iv) all other terms of the New Term Loans Revolving Facility and New Term Loan Commitments, if not consistent Facility shall rank pari passu in right of payment with the terms other Facilities, not be guaranteed by any Person that is not the Borrower or Guarantor under each of the Initial Term Loansother Facilities, as applicable must and be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement mayunsecured, without the consent of any other Lenders, effect such amendments to this Agreement secured either on a first lien “equal and ratable” basis with the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.
Appears in 1 contract
Sources: Credit Agreement (Allison Transmission Holdings Inc)
Incremental Facilities. Borrower may (a) The Borrowers may, from time to time after the Closing Date, upon notice by written notice from Borrower the Borrowers to Revolving the Applicable Agent and the Person appointed by the Borrowers to arrange an incremental Facility Administrative (such Person (who (i) may be the Applicable Agent, elect if it so agrees, or (ii) any other Person appointed by the Borrowers after consultation with the Applicable Agent; provided that such Person may not be an Affiliate of any Borrower), the “Incremental Arranger”) specifying the proposed amount, proposed Borrowers (which shall be a Borrower hereunder) and currency denomination thereof, request (i) an increase in the Commitments under any Revolving Tranche (which shall be on the same terms as, and become part of, the Revolving Tranche proposed to request prior be increased) (a “Revolving Credit Commitment Increase”), (ii) an increase in any Term Loan Tranche then outstanding (which shall be on the same terms as, and become part of, the Term Loan Tranche proposed to be increased hereunder (except as otherwise provided in clause (d) below with respect to amortization)) (each, a “Term Commitment Increase”), (iii) the addition of one or more new revolving credit facilities to the Facilities (each, a “New Revolving Commitment Termination DateFacility” and, an increase to any advance made by a Lender thereunder, a “New Revolving Loan”; and the existing Revolving Commitments (any such increasecommitments thereof, the “New Revolving Loan CommitmentsCommitment”) and/or and (biv) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment addition of one or more new term loan facilities (each, a “New Term Facility”; and any advance made by a Lender thereunder, a “New Term Loan”; and the commitments (thereof, the “New Term Commitment” and together with the Revolving Credit Commitment Increase, the New Revolving Commitments and the Term Commitment Increase, the “New Loan Commitments”), in ) by an aggregate principal amount not to exceed the sum of (ix) the New Term Loan Commitments and the New Revolving Loan Commitments plus greater of (ii1) the aggregate principal amount Dollar Amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) $295,000,000 and (xxiv2) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as Consolidated EBITDA of the last day of Borrower Parties for the Fiscal Quarter four fiscal quarter period most recently then ended for which a Compliance Certificate required under financial statements have been delivered pursuant to Section 5.1(c6.01(a) has been deliveredor (b), after giving effect to any such incurrence as applicable, calculated on a Pro Forma Basis for such period (the “Cash-Capped Incremental Facility”), (y) an unlimited amount (the “Ratio-Based Incremental Facility”) so long as the Maximum First Lien Leverage Requirement is satisfied and excluding the proceeds (z) an amount equal to all voluntary prepayments of any New Revolving Loans and/or New pari passu Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred made pursuant to Section 6.1(b)(xxiii2.05(a) and repurchases of pari passu Term Loans made pursuant to the terms hereof and voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) to the extent accompanied by a corresponding, permanent reduction in the Revolving Credit Commitments pursuant to Section 2.06(a), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, to the extent not funded with respect the proceeds of long term Indebtedness (other than to any New Revolving Loan Commitment, assuming the extent funded with the identifiable unused proceeds of a borrowing made pursuant to the Cash-Capped Incremental Facility within three months from the date of incurrence thereof) (the maximum amount of Loans available thereunder “Prepayment-Based Incremental Facility”) (such aggregate amountsum, at any such time, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment ; provided that any such request for an increase shall be in a minimum amount of the lesser of (x) $20,000,000 (or equivalent Dollar Amount) and (y) the entire amount of any increase that may be requested under this Section 2.14; provided, further, that for purposes of any New Loan Commitments established pursuant to this Section 2.14 and New Incremental Notes issued pursuant to Section 2.15, (A) the Borrowers shall be deemed to have used amounts under the Prepayment-Based Incremental Facility, if any, prior to utilization of the Cash-Capped Incremental Facility and the Ratio-Based Incremental Facility, and the Borrowers shall be deemed to have used the Ratio-Based Incremental Facility (to the extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio) prior to utilization of the Cash-Capped Incremental Facility, (B) New Loan Commitments pursuant to this Section 2.14 and New Incremental Notes pursuant to Section 2.15 may be incurred under the Ratio-Based Incremental Facility (to the extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio), the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) the Borrower may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility as having been incurred under the Ratio-Based Incremental Facility so long as, at the time of such redesignation, the Borrower would be permitted to incur the aggregate principal amount that is not less than $5,000,000 of Indebtedness being so redesignated under the Ratio-Based Incremental Facility (or such lesser amount which which, for the avoidance of doubt, shall be approved have the effect of increasing the Cash-Capped Incremental Facility by the applicable Administrative Agent or Dollar Amount of such lesser amount that shall constitute the difference between $5,000,000 and all such redesignated Indebtedness). The Borrowers may designate any Incremental Arranger of any New Revolving Loan Commitments and with such titles under the New Term Loan Commitments obtained prior to such date), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify the date as Borrowers may deem appropriate.
(each, an “Increased Amount Date”b) on which Borrower proposes that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Any Lender approached to provide all or a portion of the participate in any New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide participate in such increase or new facility. The Borrowers may also invite additional Eligible Assignees reasonably satisfactory to the Incremental Arranger and, solely in connection with a Revolving Credit Commitment Increase or New Revolving Facility, with the consent of the Administrative Agent and each L/C Issuer (to the extent the consent of any of the foregoing would be required to assign Revolving Credit Loans to such Eligible Assignee, which consent shall not be unreasonably withheld or delayed) to become Lenders pursuant to a joinder agreement to this Agreement. Neither the Applicable Agent nor the Collateral Agent (in their respective capacities as such) shall be required to execute, accept or acknowledge any joinder agreement pursuant to this Section 2.14 and such execution shall not be required for any such joinder agreement to be effective; provided that, with respect to any New Loan Commitment Commitments, the Parent Borrower must provide to the Applicable Agent reasonable prior written notice thereof and the documentation providing for such New Loan Commitments.
(c) If (i) a Revolving Tranche or a Term Loan Tranche is increased in accordance with this Section 2.14 or (ii) a New Term Loan Commitment. Such Facility or New Revolving Loan Commitments Facility is added in accordance with this Section 2.14, the Incremental Arranger and the Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase, New Term Facility or New Revolving Facility among the applicable Lenders. The Incremental Arranger shall promptly notify the applicable Lenders of the final allocation of such increase, New Term Facility or New Revolving Facility and the Increase Effective Date. In connection with (i) any increase in a Term Loan Commitments Tranche or Revolving Tranche or (ii) any addition of a New Term Facility or New Revolving Facility, in each case, pursuant to this Section 2.14, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Borrowers and the Incremental Arranger (and the Lenders hereby authorize any such Incremental Arranger to execute and deliver any such documentation)) in order to establish the New Term Facility or New Revolving Facility or to effectuate the increases to the Term Loan Tranche or Revolving Tranche and to reflect any technical changes necessary or appropriate to give effect to such increase or new facility in accordance with its terms as set forth herein pursuant to an Incremental Facility Agreement. As of the Increase Effective Date, in the case of an increase to an existing Term Loan Tranche, the amortization schedule for the Term Loan Tranche then increased set forth in Section 2.07(a) (or any other applicable amortization schedule for New Term Loans or Specified Refinancing Term Loans) shall become effective as be amended in a writing (which may be executed and delivered by the Borrowers and the Incremental Arranger (and the Lenders hereby authorize any such Incremental Arranger to execute and deliver any such documentation)) to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Loans under such Increased Amount Term Loan Tranche being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Increase Effective Date; provided that .
(1d) With respect to any Revolving Credit Commitment Increase, Term Commitment Increase or addition of New Term Facility or New Revolving Facility pursuant to this Section 2.14, (i) no Default or Event of Default shall (subject to Section 1.02(i)) would exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicableincrease; provided that (ii) (A) in the case of New any increase of the Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a)Tranche, (f1) or (g) of Section 8.1 the final maturity shall exist on such Increased Amount be the same as the Maturity Date before or after giving effect applicable to such New the Revolving Loan Commitments or New Term Loan CommitmentsCredit Facility, as applicable; (2) both before and after giving effect no amortization or mandatory commitment reduction prior to the making of any Series of New Term Loans, each of Maturity Date applicable to the conditions set forth in Section 3.2(a)(iii) Revolving Credit Facility shall be satisfied; provided that required and (3) the terms and documentation applicable to the Revolving Credit Facility shall apply, (B) in the case of any New Revolving Loan Commitments or New Term Loan Commitments Facility, (1) the purpose of which is final maturity shall be no earlier than the Maturity Date applicable to finance a Permitted Acquisition or other similar Investment, the representations Revolving Credit Facility and warranties required under this clause (2) no amortization or mandatory commitment reduction prior to the Maturity Date applicable to the Revolving Credit Facility shall be limited only to representations set forth required, (C) in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New case of any increase of a Term Loan LendersTranche, as applicablethe final maturity of the Term Loans, providing such New Revolving Loan Commitments or New Term Loans Commitmentsor Specified Refinancing Term Loans increased pursuant to this Section shall be no earlier than the Latest Maturity Date for, as applicable; (3) and such additional Loans shall not have a Weighted Average Life to Maturity shorter than the New Revolving Loan Commitments or longest remaining Weighted Average Life to Maturity of, any other outstanding Term Loans, New Term Loan Commitments, as applicable, shall be effected pursuant to one Loans or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Specified Refinancing Term Loan LenderLoans, as applicable, and (D) in the case of any New Term Facility, such New Term Facility shall have a final maturity no earlier than the then Latest Maturity Date of any Term Loan Tranche and the Weighted Average Life to Maturity of such New Term Facility shall be no shorter than the remaining Weighted Average Life to Maturity of any existing Term Loan Tranche; (iii) except with respect to All-in Yield and as set forth in subclause (D) above with respect to final maturity and Weighted Average Life to Maturity, or otherwise as shall be reasonably satisfactory to the Incremental Arranger, any such New Term Facility or New Revolving Facility shall have the same terms as the Term Facility or Revolving Credit Facility, respectively; provided, that (x) to the extent such terms are more favorable to the Lenders than comparable terms existing in the Loan Documents, such terms may, in consultation with the Applicable Agent, be incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders (to the extent applicable to such Lender) without further amendment requirements, including, for the avoidance of doubt, at the option of the Borrowers, any increase in the Applicable Rate or Benchmark PBOC Rate, as applicable, relating to any existing Term Facility to bring such Applicable Rate or Benchmark PBOC Rate, as applicable, in line with the New Term Facility to achieve fungibility with such existing Term Facility and (y) otherwise, may be incorporated if reasonably satisfactory to the Administrative Agent, the Incremental Arranger and each of which shall be recorded in the Register Borrowers and each New Revolving Loan Lender and New Term Loan Lender shall be subject (iv) to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents extent reasonably requested by the applicable Administrative Incremental Arranger, the Incremental Arranger shall have received legal opinions, resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 or delivered from time to time pursuant to Section 6.12, Section 6.14 and/or Section 6.16 with respect to Holdings and the Borrowers and each material Subsidiary Guarantor that is organized in a jurisdiction for which counsel to the Applicable Agent in connection with any such transactionjurisdiction advises that such deliveries are reasonably necessary to preserve the Collateral in such jurisdiction (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Incremental Arranger). Any Notwithstanding the foregoing, the conditions precedent to each such increase or New Term Loans made on an Increased Amount Date Loan Commitment shall be designated agreed to by the Lenders providing such increase or New Loan Commitment, as applicable, and the Borrowers.
(e) On the Increase Effective Date with respect to an increase to an existing Revolving Tranche, (x) 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 separate series portion of the increase to the Revolving Credit Commitments (each, a “SeriesRevolving Commitment Increase Lender”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of the New such Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), Credit Lender’s participations hereunder in outstanding L/C Obligations such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in L/C Obligations will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such assignments Revolving Credit Lender’s Revolving Credit Commitment and purchases(y) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans will shall on or prior to the Increase Effective Date be held prepaid from the proceeds of Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by existing accrued interest on the Revolving Lenders Credit Loans being prepaid and New Revolving Loan Lenders ratably any costs incurred by any Lender in accordance with their Revolving Commitments after giving effect Section 3.06. The Applicable 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 addition of such New Revolving Loan Commitments transactions effected pursuant to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan immediately preceding sentence. The additional Term Loans made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to under the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, Tranche subject to the satisfaction increases shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in Sections 2.01 and 2.02 and on the date of the foregoing terms making of such new Term Loans, and conditionsnotwithstanding anything to the contrary set forth in Sections 2.01 and 2.02, such new Loans shall be added to (and form part of) each Borrowing of outstanding Term Loans under such Term Loan Tranche on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender under such Term Loan Tranche will participate proportionately in each then outstanding Borrowing of Term Loans under the Term Loan Tranche.
(f) (i) each Any New Revolving Facility and New Term Loan Lender Facility shall rank pari passu in right of payment with the other Facilities, not be Guaranteed by any Series shall make Person that is not a Loan to Borrower (or Guarantor under each of the other Facilities, and be unsecured, secured either on a first lien “equal and ratable” basis with the other Facilities or on a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder junior” basis with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loansother Facilities, in each case over the same (or less) Collateral that secures the Facilities (and in each case, such New Revolving Facility or New Term Facility shall be subject to intercreditor arrangements that are reasonably satisfactory to the assignments contemplated by this Section 2.24. The terms and provisions of Applicable Agent) but if unsecured or secured on a “junior” basis to the other Facilities, such New Revolving Loans Facility or New Term Facility shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or documented in the applicable Joinder a separate agreement than this Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.24.Facil
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Sources: Credit Agreement (Atotech LTD)
Incremental Facilities. Borrower may (a) by written notice from Borrower to Revolving Facility Administrative Agent, elect to request At any time prior to the Revolving Commitment Termination date that is the third anniversary of the Closing Date, an increase subject to the existing Revolving terms and conditions set forth herein, either Borrower may by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) request additional US Revolver Commitments (any such increasethe “New US Revolver Commitments”) or additional Canadian Revolver Commitments (the “New Canadian Revolver Commitments”; together with the New US Revolver Commitments, the “New Revolving Loan Commitments”) and/or (b) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment of one or more new term loan commitments (the “New Term Loan Revolver Commitments”), in an aggregate principal amount of (i) ; provided that the New Term Loan Revolver Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or the New Revolving Loan Commitments so long as the First Lien Net Leverage Ratio is no more than 4.25:1.00 as of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred pursuant to Section 6.1(b)(xxiii), calculated assuming such debt is Consolidated First Lien Secured Debt), and, in each case, with respect to any New Revolving Loan Commitment, assuming a borrowing of the maximum amount of Loans available thereunder (such aggregate amount, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment shall be in a principal amount that not in excess of $100,000,000 (the “Aggregate New Revolver Commitments”); provided, further, that:
(a) no Default or Event of Default has occurred and is continuing;
(b) the New US Revolver Commitments shall be in a principal amount not in excess of the Aggregate New Revolver Commitments minus the New Canadian Revolver Commitments at such time and not less than $5,000,000 individually (or such lesser amount which shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained prior to such date), Agent) and integral multiples of $1,000,000 in excess of that amount;
(c) the New Canadian Revolver Commitments shall be in a principal amount not in excess of the Aggregate New Revolver Commitments minus the New US Revolver Commitments at such time and not less than $5,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent) and integral multiples of $1,000,000 in excess of that amount;
(d) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained in such representations and warranties) immediately before and immediately after the Increased Amount Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date;
(e) before and after giving effect to any New US Revolver Commitment or any New Canadian Revolver Commitment, the Borrowers shall be in compliance, calculated on the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 6.01(a) and 6.01(b), with the financial covenant set forth in Section 7.16 on a pro forma basis after giving effect thereto to the extent such financial covenant is then applicable;
(f) all fees and expenses owing to the Administrative Agent and the Lenders in connection with the New Revolver Commitments shall have been paid;
(g) the Borrowers shall have delivered to the Administrative Agent a certificate of each Loan Party dated as of the Increased Amount Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the New US Revolver Commitments or the New Canadian Revolver Commitments, as applicable, and (ii) certifying the conditions set forth in this Section 2.15 have been satisfied as of the Increased Amount Date; and
(h) the New Revolver Commitments shall rank pari passu in right of payment and right of security in respect of the Collateral with the existing Revolver Commitments and shall constitute a part of the US Revolver Facility or Canadian Revolver Facility, as applicable, for all purposes. Each such notice shall specify the date (each, an “Increased Amount Date”) on which Borrower proposes the Borrowers propose that the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Term Administrative Agent or such shorter period of time as consented to by the Term Administrative Agent. Borrower may invite any Lender Any bank, financial institution or other Person that is elects to extend the New Revolver Commitments shall be reasonably satisfactory to the Borrower, the Administrative Agent and the Applicable L/C Issuer (any such bank, financial institution or other Person being called an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) giving effect to the modifications permitted by this Section 2.15 and, as applicable) appropriate, the other Loan Documents. No Lender shall be obligated to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that commit to any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Revolving Loan Commitment or a New Term Loan CommitmentRevolver Commitments. Such New Revolving Loan Commitments or New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a), (f) or (g) of Section 8.1 shall exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2(a)(iii) shall be satisfied; provided that in the case of New Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, the representations and warranties required under this clause (2) shall be limited only to representations set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New Term Loan Lenders, as applicable, providing such New Revolving Loan Commitments or New Term Loans Commitments, as applicable; (3) the New Revolving Loan Commitments or New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and applicable Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender and New Term Loan Lender shall be subject to the requirements set forth in Section 2.20(e); (4) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (5) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the New Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 0.50% per annum unless the interest rate with respect to the Initial Term Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on the Initial Term Loans to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent Agent, to effect the provision provisions of this Section 2.242.15 (including voting provisions applicable to the Additional Lenders); provided, however, that no such amendment in respect of the New Revolver Commitments will include any provisions adversely affecting the rights of non-consenting Lenders, except as otherwise contemplated by this Section 2.15. Notwithstanding anything contained herein to the contrary, (x) the final maturity date of any New Revolver Commitment shall occur on or after the Revolver Maturity Date, (y) the Weighted Average Life to Maturity of the New Revolver Commitments shall not be shorter than the Weighted Average Life to Maturity of the Revolver Commitments and (y) if the initial yield of any New Revolver Commitment (as determined by the Administrative Agent, the Borrowers and the Lenders to be equal to the Applicable Rate with respect to the New Revolver Commitments) exceeds the Applicable Rate then in effect for the Revolver Loans (the amount of such excess being referred to herein as the “Yield Differential”), then the Applicable Rate for each US Revolver Lender or Canadian Revolver Lender, as applicable, shall automatically be increased by the Yield Differential, effective upon the providing of the New Revolver Commitments; provided that, in determining the Applicable Rate applicable to the New Revolver Commitments original issue discount (“OID”) or upfront fees payable by the Borrowers to the Lenders of the Revolver Commitments or the New Revolver Commitments shall be included (with OID being equated to interest based on an assumed four-year life to maturity).
Appears in 1 contract
Incremental Facilities. Borrower may (a) The Borrowers may (on a joint and several basis), from time to time after the Closing Date, upon notice by written notice from the Borrower to Revolving Facility Administrative Agent, elect to request prior Representative to the Revolving Commitment Termination DateAdministrative Agent (who shall promptly notify the applicable Lenders) specifying the proposed amount thereof, request (i) an increase in the Commitments under any Revolving Tranche (which shall be on the same terms as, and become part of, the Revolving Tranche proposed to be increased) (a “Revolving Credit Commitment Increase”), (ii) an increase in any Term Loan Tranche then outstanding (which shall be on the same terms as, and become part of, the Term Loan Tranche proposed to be increased hereunder (except as otherwise provided in clause (d) below with respect to amortization)) (each, a “Term Commitment Increase”), (iii) the addition of one or more new revolving credit facilities to the existing Facilities (each, a “New Revolving Commitments (Facility” and, any such increaseadvance made by a Lender thereunder, a “New Revolving Loan”; and the commitments thereof, the “New Revolving Loan CommitmentsCommitment”) and/or and (biv) by written notice from Borrower to and the Term Administrative Agent elect to request prior to the Maturity Date, the establishment addition of one or more new term loan facilities in such currency or currencies as the Borrowers identify in such notice to the Facilities (each, a “New Term Facility”; and any advance made by a Lender thereunder, a “New Term Loan”; and the commitments (thereof, the “New Term Commitment” and together with the Revolving Credit Commitment Increase, the New Revolving Commitments and the Term Commitment Increase, the “New Loan Commitments”) by an amount not to exceed the sum of (x) a Dollar Amount of $600,000,000 (the “Cash-Capped Incremental Facility”), in an aggregate principal amount of (iy) the New Term Loan Commitments and the New Revolving Loan Commitments plus (ii) the aggregate principal amount of Debt Incurred pursuant to Sections 6.1(b)(xxiii) and (xxiv) not in excess of (A) $50,000,000 in the aggregate pursuant to this clause (A) prior to date of determination plus (B) at Borrower’s option, an unlimited amount of New Term Loan Commitments and/or (the New Revolving Loan Commitments “Ratio-Based Incremental Facility”) so long as the Maximum First Lien Net Leverage Ratio Requirement is no more than 4.25:1.00 as satisfied and (z) an amount equal to all voluntary prepayments of the last day of the Fiscal Quarter most recently ended for which a Compliance Certificate required under Section 5.1(c) has been delivered, after giving effect to any such incurrence on a Pro Forma Basis (and excluding the proceeds of any New Revolving Loans and/or New Term Loans from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the First Lien Net Leverage Ratio for purposes of this Section 2.24 and, in the case of unsecured or junior lien Debt Incurred made pursuant to Section 6.1(b)(xxiii)2.05(a) and voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) to the extent accompanied by a corresponding, calculated assuming such debt is Consolidated First Lien Secured Debt), and, permanent reduction in each case, with respect the Revolving Credit Commitments pursuant to any New Revolving Loan Commitment, assuming a borrowing of Section 2.06(a) (the maximum amount of Loans available thereunder “Prepayment-Based Incremental Facility”) (such aggregate amount, at any such time, the “Incremental Amount”). Each New Term Loan Commitment or New Revolving Loan Commitment ; provided that any such request for an increase shall be in a principal minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 and (y) the entire amount of any increase that is not less than $5,000,000 may be requested under this Section 2.14; provided, further, that for purposes of any New Loan Commitments established pursuant to this Section 2.14 and New Incremental Notes issued pursuant to Section 2.15, (or such lesser amount which A) the Borrowers shall be approved by the applicable Administrative Agent or such lesser amount that shall constitute the difference between $5,000,000 and all such New Revolving Loan Commitments and New Term Loan Commitments obtained deemed to have used amounts under clause (z), if any, prior to such dateutilization of amounts under clauses (x) and (y), and integral multiples the Borrowers shall be deemed to have used amounts under clause (y) (to the extent permitted by the pro forma calculation of $1,000,000 the First Lien Net Leverage Ratio required prior to the incurrence of such Ratio-Based Incremental Facility) prior to utilization of amounts under clause (x), and (B) New Loan Commitments pursuant to this Section 2.14 and New Incremental Notes pursuant to Section 2.15 may be incurred under both clauses (x) and (y) above, and proceeds from any such incurrence under both clauses (x) and (y) above may be utilized in excess a single transaction by first calculating the incurrence under clause (y) and then calculating the incurrence under clause (x)). At the time of that amount. Each sending such notice to the applicable Lenders, the Borrower Representative (in consultation with the Administrative Agent) shall specify the date time period within which each applicable Lender is requested to respond (eachwhich, an “Increased Amount Date”) on which Borrower proposes that unless the New Revolving Loan Commitments or New Term Loan Commitments, as applicableAdministrative Agent otherwise agrees, shall in no event be effective, which shall be a date not less than 10 ten Business Days after from the date on which of delivery of such notice is delivered to notice).
(b) Each applicable Lender shall notify the Term Administrative Agent within such time period whether or not it agrees to participate in such shorter period new facility or increase of time as consented to the existing Tranche and, if so, whether by a percentage of the Term Administrative Agentrequested increase equal to, greater than, or less than its Pro Rata Share of any then-existing Tranche. Borrower may invite any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to provide a New Revolving Loan Commitment or New Term Loan Commitment, as applicable; provided that any Any Lender approached to provide all or a portion of the New Revolving Loan Commitments or New Term Loan Commitments may elect or decline, in its sole discretion, to provide such increase or new facility. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment with respect to such Tranche or to provide a new Tranche. The Administrative Agent shall notify the Borrowers of the Lenders’ responses to each request made under this Section 2.14. To achieve the full amount of a requested increase or issuance of New Term Facility and/or New Revolving Facility, as applicable, the Borrowers may also invite additional Eligible Assignees reasonably satisfactory to the Administrative Agent, each L/C Issuer and the Swing Line Lender (to the extent the consent of any of the foregoing would be required to assign Revolving Credit Loans to such Eligible Assignee, which consent shall not be unreasonably withheld or delayed) to become Lenders pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent.
(c) If (i) a Revolving Tranche or a Term Loan Commitment Tranche is increased in accordance with this Section 2.14 or (ii) a New Term Loan Commitment. Such Facility or New Revolving Loan Commitments Facility is added in accordance with this Section 2.14, the Administrative Agent and the Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase, New Term Facility or New Revolving Facility among the applicable Lenders. The Administrative Agent shall promptly notify the applicable Lenders of the final allocation of such increase, New Term Facility or New Revolving Facility and the Increase Effective Date. In connection with (i) any increase in a Term Loan Commitments Tranche or Revolving Tranche or (ii) any addition of a New Term Facility or New Revolving Facility, in each case, pursuant to this Section 2.14, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Borrowers and the Administrative Agent) in order to establish the New Term Facility or New Revolving Facility or to effectuate the increases to the Term Loan Tranche or Revolving Tranche and to reflect any technical changes necessary or appropriate to give effect to such increase or new facility in accordance with its terms as set forth herein. As of the Increase Effective Date, the amortization schedule for the Term Loan Tranche then increased set forth in Section 2.07(a) (or any other applicable amortization schedule for New Term Loans or Specified Refinancing Term Loans) shall become effective as be amended in a writing (which may be executed and delivered by the Borrowers and the Administrative Agent) to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Loans under such Increased Amount Term Loan Tranche being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Increase Effective Date; provided that .
(1d) With respect to any Revolving Credit Commitment Increase, Term Commitment Increase or addition of New Term Facility or New Revolving Facility pursuant to this Section 2.14, (i) no Default or Event of Default shall would exist on such Increased Amount Date before or after giving effect to such New Revolving Loan Commitments or New Term Loan Commitmentsincrease, as applicable; provided that (ii) (A) in the case of New any increase of the Revolving Loan Commitments or New Term Loan Commitments the purpose of which is to finance a Permitted Acquisition or other similar Investment, no Event of Default pursuant to clauses (a)Tranche, (f1) or (g) of Section 8.1 the final maturity shall exist on such Increased Amount be the same as the Maturity Date before or after giving effect applicable to such New the Revolving Loan Commitments or New Term Loan CommitmentsCredit Facility, as applicable; (2) both before and after giving effect no amortization or mandatory commitment reduction prior to the making of any Series of New Term Loans, each of Maturity Date applicable to the conditions set forth in Section 3.2(a)(iii) Revolving Credit Facility shall be satisfied; provided that required and (3) the terms and documentation applicable to the Revolving Credit Facility shall apply, (B) in the case of any New Revolving Loan Commitments or New Term Loan Commitments Facility, (1) the purpose of which is final maturity shall be no earlier than the Maturity Date applicable to finance a Permitted Acquisition or other similar Investment, the representations Revolving Credit Facility and warranties required under this clause (2) no amortization or mandatory commitment reduction prior to the Maturity Date applicable to the Revolving Credit Facility shall be limited only to representations set forth required, (C) in Sections 4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.28, 4.29 and 4.30) if so agreed to by the New Revolving Loan Lenders or New case of any increase of a Term Loan LendersTranche, as applicablethe final maturity of the Term Loans, providing such New Revolving Loan Commitments or New Term Loans Commitmentsor Specified Refinancing Term Loans increased pursuant to this Section shall be no earlier than the Latest Maturity Date for, as applicable; (3) and such additional Loans shall not have a Weighted Average Life to Maturity shorter than the New Revolving Loan Commitments or longest remaining weighted average life of, any other outstanding Term Loans, New Term Loan Commitments, as applicable, shall be effected pursuant to one Loans or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lender or New Specified Refinancing Term Loan LenderLoans, as applicable, and applicable (D) in the case of any New Term Facility, such New Term Facility shall have a final maturity no earlier than the then Latest Maturity Date of any Term Loan Tranche and the Weighted Average Life to Maturity of such New Term Facility shall be no shorter than that of any existing Term Loan Tranche, (iii) except with respect to All-in Yield and as set forth in subclause (D) above with respect to final maturity and Weighted Average Life to Maturity, or otherwise as shall be reasonably satisfactory to the Administrative Agent, and each of which shall be recorded in the Register and each any such New Term Facility or New Revolving Loan Lender Facility shall have the same terms as the Term Facility or Revolving Credit Facility, respectively, and New Term Loan Lender shall be subject (iv) to the requirements set forth in extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 2.20(e); (4) Borrower shall make any payments required 4.01 or delivered from time to time pursuant to Section 2.18(c) 6.12, 6.14 and/or Section 6.16 with respect to Holdings and the Borrowers and each material Subsidiary Guarantor that is organized in a jurisdiction for which local counsel to the Administrative Agent in such jurisdiction advises that such deliveries are reasonably necessary to preserve the Collateral in such jurisdiction (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Notwithstanding the foregoing, the conditions precedent to each such increase or New Loan Commitment shall be agreed to by the Lenders providing such increase or New Loan Commitment, as applicable, and the Administrative Agent and the Borrowers; provided, further, in connection with the incurrence of any New Revolving Loan Commitments or Commitment, if the proceeds of such New Term Loan CommitmentsCommitment are, as applicable; and (5) Borrower shall deliver or cause substantially concurrently with the receipt thereof, to be delivered any legal opinions used, in whole or other documents reasonably requested in part, by the Borrowers or any other Loan Party to finance, in whole or in part, a Permitted Investment or an Investment permitted under Section 7.05, then, to the extent agreed to by the lenders providing such New Loan Commitment, (A) the only representations and warranties that will be required to be true and correct in all material respects as of the applicable Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Increase Effective Date shall be designated (x) the Specified Representations and (y) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Lenders, but only to the extent that Holdings or the Borrowers (or any Affiliate of Holdings or the Borrowers) has the right to terminate the obligations of Holdings, the Borrowers or such Affiliate under such acquisition agreement or not consummate such acquisition as a separate series result of a breach of such representations or warranties in such acquisition agreement and (B) any other express requirements shall be limited to customary “certain funds” requirements as mutually agreed to by the lenders providing such Incremental Facilities (“Permitted Acquisition Provisions”).
(e) On the Increase Effective Date with respect to a Revolving Tranche, (x) each Revolving Credit Lender immediately prior to such increase or incurrence will automatically and without further act be deemed to have assigned to each Lender providing a portion of the increase to the Revolving Credit Commitments (each, a “SeriesRevolving Commitment Increase Lender”) of New Term Loans for all purposes of this Agreement. The proceeds of the New Revolving Loan Commitments and New Term Loan Commitments may be applied by Borrower for working capital and general corporate purposes of Parent and its Subsidiaries and any other use not prohibited by this Agreement including, without limitation, the financing of any Permitted Acquisition or similar Investment; provided that the New Revolving Loan Commitments and New Term Loan Commitments shall be not used to prepay any Subordinated Debt. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of the New such Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), Credit Lender’s participations hereunder in outstanding L/C Advances and Swing Line Loans such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all each such assignments deemed assignment and purchasesassumption of participations, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction percentage of the foregoing terms and conditions, aggregate outstanding (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) participations hereunder in an amount equal to its New Term Loan Commitment of such Series, L/C Advances 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 (y) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the Increase Effective Date be prepaid from the proceeds of 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 3.06. 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. The additional Term Loans made under the Term Loan Tranche subject to the increases shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in Sections 2.01 and 2.02 and on the date of the making of such new Term Loans, and notwithstanding anything to the contrary set forth in Sections 2.01 and 2.02, such new Loans shall be added to (and form part of) each Borrowing of outstanding Term Loans under such Term Loan Tranche on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender under such Term Loan Tranche will participate proportionately in each then outstanding Borrowing of Term Loans under the Term Loan Tranche.
(f) (i) Any New Revolving Facility and New Term Loan Lender Facility shall rank pari passu in right of payment, have no more guarantees as, and be unsecured, secured either on a first lien “equal and ratable” basis with the other Facilities or on a “junior” basis, in each case over the same (or less) Collateral that secures the Facilities (and in each case, the application of any Series proceeds of the Collateral securing such New Revolving Facility or New Term Facility shall become a Lender hereunder with respect be subject to intercreditor arrangements that are reasonably satisfactory to the Administrative Agent; provided that the foregoing shall in any event be subject to the Guaranty and Security Principles, (ii) the New Term Loan Commitment Facility or New Revolving Facility, as applicable, shall, for purposes of such Series prepayments, be treated substantially the same as (and in any event no more favorably than) the New Term Facility or Revolving Credit Facility, as the case may be, unless the Borrowers otherwise elect (but in any event no more favorably than the existing Term Loans of such Series made pursuant thereto. The applicable Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New or Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such SeriesCredit Loans, as applicable, and (ziii) in the case of each notice with respect to any Revolving LenderNew Term Facility, the respective interests All-in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as set forth herein or in the applicable Joinder Agreement. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans or the Initial Term Loans (whichever is longest), (ii) the applicable Maturity Date of each Series shall be no shorter than the latest of the final maturity of the Revolving Loans and the Term Loans, (iii) the Weighted Average Yield applicable to the such New Term Loans of each Series Facility shall be determined by Borrower the Borrowers and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, the Weighted Average Yield applicable to the providing such New Term Loans Facility and shall not be greater more than 50 basis points higher than the applicable Weighted Average corresponding All-in Yield payable pursuant to for the terms of this Agreement as amended through Initial Term Loans, unless the date of such calculation All-in Yield with respect to the Initial Term Loans plus 0.50% per annum unless is increased to the interest rate amount necessary so that the difference between the All-in Yield with respect to such New Term Facility and the Initial Term Loan is increased so as to cause the then applicable Weighted Average corresponding All-in Yield under this Agreement on the Initial Term Loans is equal to equal the Weighted Average Yield then applicable to the New Term Loans less 0.50% and (iv) all other terms of the New Term Loans and New Term Loan Commitments, if not consistent with the terms of the Initial Term Loans, as applicable must be reasonably acceptable to the Term Administrative Agent. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the applicable Administrative Agent to effect the provision of this Section 2.2450 basis points.
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Sources: Credit Agreement (Ortho Clinical Diagnostics Holdings PLC)