Incremental Loans. (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term loan or revolving commitments (the “New Loan Commitments”) hereunder, in an aggregate amount for all such New Loan Commitments not in excess of $100,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments 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 Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments and to the making of any Tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition consummated in connection therewith; (ii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.1; (iii) the proceeds of any New Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent (except to the extent permitted by clauses (vi) and (vii) above and the last sentence of this paragraph); (x) such New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 3 contracts

Sources: Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp)

Incremental Loans. (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term loan or revolving commitments (the “New Loan Commitments”) hereunder, in an aggregate amount for all such New Loan Commitments not in excess of $100,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments 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 Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments and to the making of any Tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition consummated in connection therewith; (ii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.1; (iii) the proceeds of any New Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C B Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C B Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent (except to the extent permitted by clauses (vi) and (vii) above and the last sentence of this paragraph); (x) such New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 3 contracts

Sources: Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp)

Incremental Loans. (a) ~~The~~ At any time prior to the date that is six (6) months prior to the Revolving Credit Maturity Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more ~~new term loan or~~ incremental Revolving Credit Commitments (any such incremental Revolving Credit Commitment, a “New Loan Revolving Credit Commitment”) to make incremental revolving ~~commitments~~ credit loans (any such incremental revolving credit loans, the “New ~~Loan Commitments~~Loans”); provided that (1) ~~hereunder, in an~~ the total aggregate amount for all such New Loan Revolving Credit Commitments shall not ~~in excess~~ (as of any date of incurrence thereof) exceed $150,000,000 and (2) the total aggregate amount for each New Loan Revolving Credit Commitment (and the New Loans made thereunder) shall not be less than a minimum principal amount of $~~100,000,000~~25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that ~~the~~ any New Loan ~~Commitments~~ Revolving Credit Commitment 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 Administrative Agent. The Borrower may invite any Lender and/or any Affiliate of any Lender and/or any other Person reasonably satisfactory to the Administrative Agent~~; provided that~~ , to provide a New Loan Revolving Credit Commitment (any such Person, a “New Lender”). Any Lender or any New Lender offered or approached to provide all or a portion of any New Loan ~~Commitments~~ Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such New Loan ~~Commitments. (b) Such~~ Revolving Credit Commitment. Any New Loan ~~Commitments~~ Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided ~~that~~ that: (iA) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to ~~such~~ (1) any New Loan ~~Commitments~~ Revolving Credit Commitment, and to (2) the making of any ~~Tranche of~~ New Loans pursuant ~~thereto and after giving effect to any Permitted Acquisition consummated in connection therewith;~~ thereto; (iiB) ~~the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.1;~~ [Intentionally Omitted]; (~~iii~~C) the proceeds of any New Loans shall be used for ~~general corporate~~ the purposes permitted by Section 9.13(b); (D) each New Loan Revolving Credit Commitment (and the New Loans made thereunder) shall constitute Obligations of the Borrower and ~~its Subsidiaries~~ shall be guaranteed with the other Extensions of Credit on a pari passu basis; (~~including Permitted Acquisitions~~ E) (x) the terms of each New Loan shall be set forth the relevant Joinder Agreement; (i) [intentionally omitted], (ii) the Applicable Margin and ~~Investments permitted under Section 7.7)~~pricing grid, if applicable, for such New Loans shall be determined on the applicable Increased Amount Date; ~~(iv)~~ provided that if such Applicable Margin would exceed the current Applicable Margin for the existing Revolving Credit Loans, the Applicable Margin for the existing Revolving Credit Loans shall be automatically increased to equal the Applicable Margin for the New Loans ~~shall share ratably in the Collateral;~~ and (viii) ~~the~~ such New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be ~~equal~~ subject to ~~or greater than~~ the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than same terms and conditions as the Revolving ~~Termination Date and such New Revolving~~ Credit Loans ~~shall not require any scheduled commitment reductions prior to the Revolving Termination Date;~~ (~~viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those~~ except with respect to the ~~Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent (except to the extent permitted by clauses (vi) and (vii) above and the last sentence of this paragraph~~Revolving Credit Maturity Date); (x) such New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.and

Appears in 2 contracts

Sources: Credit Agreement (Amerigas Partners Lp), Credit Agreement (Amerigas Partners Lp)

Incremental Loans. ~~(a)~~ The Borrower ~~may~~ shall have the right to request one or more additional tranches of additional Loans (the “Incremental Loans”) by providing written notice to the Administrative ~~Agent elect to request~~ Agent, which notice shall be irrevocable once given; provided, however, that the ~~establishment of one or more new term loan or revolving commitments (the “New Loan Commitments”) hereunder, in an~~ aggregate amount ~~for all~~ of such ~~New Loan Commitments~~ Incremental Loans shall not ~~in excess of~~ exceed Two Hundred Sixty Million Dollars ($~~100,000,000~~260,000,000). Each such ~~notice~~ Incremental Loan must be an aggregate minimum amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent and the Arrangers, in consultation with the Borrower, shall ~~specify~~ manage all aspects of such Incremental Loans, including decisions as to the ~~date (each~~selection of the existing Lenders and/or other banks, ~~an “Increased Amount Date”) on which~~ financial institutions and other institutional lenders to be approached with respect to such increase and the ~~Borrower proposes that the New Loan Commitments~~ allocations of Incremental Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be ~~effective~~obligated in any way whatsoever to provide an Incremental Loan, ~~which shall~~ and any new Lender becoming a party to this Agreement in connection with any such requested Incremental Loan must be ~~a date not less than 10 Business Days after~~ an Eligible Assignee. Effecting the ~~date on which such notice~~ Incremental Loans under this Section is ~~delivered~~ subject to the following conditions precedent: (w) the Administrative ~~Agent; provided that any Lender offered~~ Agent shall have consented thereto (such consent not to be unreasonably withheld or ~~approached to provide all or a portion of any New Loan Commitments may elect or decline~~delayed), ~~in its sole discretion, to provide such New Loan Commitments.~~ (~~b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i~~x) no Default or Event of Default shall ~~exist~~ be in existence on the effective date of such ~~Increased Amount Date before~~ Incremental Loans, (y) the representations and warranties made or ~~after giving effect~~ deemed made by the Borrower or any other Loan Party in any Loan Document to which such ~~New~~ Loan ~~Commitments~~ Party is a party shall be true and correct on the effective date of such Incremental Loans except to the ~~making~~ extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of ~~any Tranche of New Loans pursuant thereto~~ such earlier date) and ~~after giving effect to any Permitted Acquisition consummated~~ except for changes in ~~connection therewith;~~ factual circumstances specifically and expressly permitted hereunder, and (iiz) the ~~Borrower~~ Administrative Agent shall ~~be in pro forma compliance with the financial covenants set forth in Section 7.1; (iii) the proceeds of any New Loans shall be used for general corporate purposes~~ have received each of the ~~Borrower~~ following, in form and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably substance satisfactory to the Administrative ~~Agent~~ Agent: (~~except~~ i) if not previously delivered to the ~~extent permitted~~ Administrative Agent, copies certified by ~~clauses~~ a Qualified Officer of the Borrower of (viA) all partnership or other necessary action taken by the Borrower to authorize such Incremental Loans and (~~vii~~B) ~~above~~ all corporate or other necessary action taken by Guarantor authorizing the guaranty of such Incremental Loans; and (ii) an opinion of counsel to the Borrower and the ~~last sentence of this paragraph)~~Guarantor, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (xiii) ~~such New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements~~ if requested, new Notes executed ~~and delivered~~ by the Borrower, payable to any new Lenders and replacement Notes, if requested by any applicable Lender, executed by the Borrower, payable to any existing Lenders making Incremental Loans, in the amount of each such Lender’s ▇▇▇▇ Loan Exposure at the time of the effectiveness of the applicable Incremental Loans. In connection with any Incremental Loans pursuant to this Section 2.2 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request. The Incremental Loans (i) shall rank pari passu in right of payment with the existing Loans, (ii) shall not mature earlier than the Maturity Date and ~~one or~~ (iii) shall be treated substantially the same as (and in any event no more ~~New Lenders; (xi~~favorably than) the ~~Borrower shall deliver~~ existing Loans. Incremental Loans may be made hereunder pursuant to an amendment or ~~cause to be delivered any customary legal opinions or~~ restatement of this Agreement and, as appropriate, the other ~~documents reasonably requested~~ Loan Documents, executed by the Borrower, each new Lender participating in such tranche (if any), each existing Lender participating in such tranche (if any) and the Administrative Agent. The Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other ~~Lenders~~Lenders (except as expressly required pursuant to Section 14.3), effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section ~~2.25~~2.2. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 2 contracts

Sources: Unsecured Term Loan Agreement (First Industrial Lp), Unsecured Term Loan Agreement (First Industrial Lp)

Incremental Loans. ~~(a)~~ The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term loan or revolving commitments (the “New Loan Commitments”) hereunder, in an aggregate amount for all such New Loan Commitments not in excess of $~~100,000,000~~150,000,000; provided that any Person or Persons providing such commitments shall be subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments 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~~ Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan ~~Commitments. (b)~~ Commitment. Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i1) no Default or Event of Default shall exist and the Parent shall be in pro forma compliance with Section 7.1 on such Increased Amount Date before or after giving effect to such New Loan Commitments and to the making of any Tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition consummated in ~~connection~~ accordance therewith; (~~ii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.1; (iii~~2) the proceeds of any New Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including Permitted ~~Acquisitions and Investments permitted under Section 7.7~~Acquisitions); (iv3) the New Loans shall share ratably in the Collateral; (v4) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vi5) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the ~~Tranche C~~ Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the ~~Tranche C~~ Term Loans that are not New Loans; (~~vii~~6) in the case of any New Loans that are revolving loans ~~or commitments~~ (“New Revolving Loans”) the maturity ~~date or commitment termination~~ date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (~~viii~~7) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (~~ix)~~ 8) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative ~~Agent (except~~ Agent; provided that the interest rates applicable to any New Loans shall be determined by the ~~extent permitted by clauses (vi) and (vii) above~~ Borrower and the ~~last sentence of this paragraph)~~Lenders providing such New Loans; (x9) such ~~New Loans or~~ New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; and (xi10) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement~~, except as the relevant Joinder Agreement otherwise provides~~. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan ~~Commitment~~ Commitments become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment~~. (d)~~ . The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 2 contracts

Sources: Credit Agreement (Yankee Finance, Inc.), Credit Agreement (Yankee Holding Corp.)

Incremental Loans. (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term ~~loan or revolving commitments~~ loans (the “New Term Loan Commitments”) or the increase of the Dollar Revolving Commitments hereunder, in an aggregate amount for all such New Term Loan Commitments and increases of the Dollar Revolving Commitments not in excess of (i) $~~100,000,000~~150,000,000 plus (ii) an additional $150,000,000 if the pro forma Consolidated Total Leverage Ratio is less than 2.75:1.00 as of the end of the most recently ended Test Period. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Term Loan Commitments or increase of the Dollar Revolving Commitments 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 Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New Term Loan Commitments or increase of the Dollar Revolving Commitments may elect or decline, in its sole discretion, to provide such New Term Loan Commitments or increase of the Dollar Revolving Commitments. (b) Such New Term Loan Commitments or increase of the Dollar Revolving Commitments shall become effective as of such Increased Amount Date; provided that (i) ~~no Default~~ the conditions set forth in Section 5.2 were satisfied or ~~Event of Default shall exist~~ waived on such Increased Amount Date before or after giving effect to such New Term Loan Commitments and to the making of any Tranche of New Term Loans pursuant thereto or to such increase of the Dollar Revolving Commitments and after giving effect to any ~~Permitted Acquisition~~ transaction consummated in connection therewith; (ii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section ~~7.1~~7.1 as of the end of the most recently ended Test Period; (iii) the proceeds of any New Term Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section ~~7.7~~7.8); (iv) the New Term Loans shall share ratably in the ~~Collateral~~Collateral and shall benefit ratably from the guarantees under the Guarantee and Collateral Agreement; (v) the New Term Loans ~~that are term loans (“New Term Loans”)~~ shall share ratably in any mandatory prepayments of the existing Term Loans; (vi) ~~in the case of any New Term Loans,~~ the maturity date of New Term Loans thereof shall not be earlier than the Tranche C B Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C B Term Loans; provided that up to $150.0 million of the New Term Loans may mature earlier than and have an average life to maturity shorter than that of the Tranche B Term Loans so long as such New Term Loans mature no earlier than, and will have a weighted average life to maturity no shorter than, that of the Tranche A Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Term Loans which differ from those with respect to the Tranche B Term Loans ~~under the applicable Facility~~ shall be reasonably satisfactory to the Administrative Agent (except to the extent permitted by clauses (vi) and (~~vii~~x) ~~above~~ of this Section and the last sentence of this paragraph); (xviii) such New Term Loans or New Term Loan Commitments or increase of the Dollar Revolving Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xiix) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Term Loans to be secured thereby; and (~~xii~~x) if the initial “spread” (for purposes of this Section ~~2.25~~ 2.25, the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than ~~0.25~~0.50%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than ~~0.25~~0.50%; provided that if the New Term Loans include an interest rate floor greater than the interest rate floor applicable to the Tranche B Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Tranche B Term Loans shall be required, to the extent an increase in the interest rate floor for the Tranche B Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Tranche B Term Loans shall be increased by such amount. Any New Term Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans ~~or Revolving Loans, as applicable,~~ outstanding on the date on which such New Term Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans ~~or Revolving Loans, as applicable,~~ for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Term Loan ~~Commitments~~ shall be determined by the Borrower and the applicable lenders of New ~~Lenders~~ Term Loans (each, a “New Term Lender”) and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Term Loan ~~Commitment become~~ Commitments or increase of the Dollar Revolving Commitments becomes effective, subject to the foregoing terms and conditions, each lender with a New Term Loan Commitment or an increase of the Dollar Revolving Commitments (each, a “New Lender”) shall become a Lender hereunder with respect to such New Term Loan ~~Commitment~~Commitment or such increase of the Dollar Revolving Commitments, as the case may be. (d) The terms and provisions of the New Term Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Term Loans and for purposes of this Agreement, any New Term Loans or New Term Loan Commitments shall be deemed to be Term Loans~~, Revolving Loans or Revolving Commitments, as applicable~~. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 2 contracts

Sources: Credit Agreement (Wesco Aircraft Holdings, Inc), Credit Agreement (Wesco Aircraft Holdings, Inc)

Incremental Loans. The obligation of each Incremental Loan Lender to make the Incremental Loans on the Incremental Loan Effective Date, as provided for hereunder, is subject to the fulfillment, to the satisfaction of Administrative Agent and each Incremental Loan Lender, of each of the following conditions precedent on or before such date, unless any such condition is waived in accordance with Section 12.01: (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term loan or revolving commitments (the “New Loan Commitments”) hereunder, in an aggregate amount for all such New Loan Commitments not in excess of $100,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments 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 Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) 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 Loan Commitments and to the making of any Tranche of New Loans pursuant thereto~~ date and after giving effect to the Incremental Loans; (b) Parent shall have certified to Administrative Agent and the Lenders, in form and substance satisfactory to Administrative Agent and the Lenders, that immediately after giving effect to advance of the Incremental Loans, the Credit Parties are in compliance with each Financial Performance Covenant determined on a pro forma basis as of the last day of the most recent fiscal quarter for which financial statements have been delivered (or were required to have been delivered) pursuant to Section 8.01(a) or 8.01(b), as applicable; (c) all representations and warranties made by each Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any ~~Permitted Acquisition consummated~~ representations and warranties that already are qualified or modified by materiality, Material Adverse Effect or similar language, or by a qualifying exhibit or schedule), in each case, with the same effect as though such representations and warranties had been made on and as of such 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 (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality, Material Adverse Effect or similar language, or by a qualifying exhibit or schedule)); (d) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the Transactions shall have been issued and remain in force by any Governmental Authority against any Credit Party, Administrative Agent or any Lender; (e) there shall be no order or injunction or pending litigation in which there is a reasonable possibility of a decision that could reasonably be expected to have a Material Adverse Effect, and no pending litigation seeking to prohibit, enjoin or prevent any of the Transactions; (f) Administrative Agent shall have received the Incremental Loan Agreement providing for Incremental Loan Commitments in the applicable amount; (g) Administrative Agent shall have received such resolutions, manager’s certificates, legal opinions, Mortgage amendments, title policy updates and other agreements, instruments and documents requested by Administrative Agent, or the Incremental Loan Lenders in connection therewith; and (iih) ~~the Borrower~~ Administrative Agent shall be have received evidence, in ~~pro forma compliance with the financial covenants set forth in Section 7.1; (iii) the proceeds of any New Loans~~ form and substance satisfactory to Administrative Agent, confirming that Borrowers shall ~~be used~~ have achieved positive cash flow for ~~general corporate purposes~~ three consecutive calendar months as of the Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments last day of the ~~existing Term Loans;~~ most recent fiscal quarter for which financial statements have been delivered (vior were required to have been delivered) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent (except to the extent permitted by clauses (vi) and (vii) above and the last sentence of this paragraph); (x) such New Loans or New Loan Commitments shall be effected pursuant to ~~one~~ Section 8.01(a) or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin8.01(b))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 2 contracts

Sources: Credit Agreement and Security Agreements (TerrAscend Corp.), Credit Agreement and Security Agreements (TerrAscend Corp.)

Incremental Loans. ~~(a) The~~ At any time after the Effective Date and prior to the Facility Termination Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more ~~new term loan or revolving commitments~~ increases in the Aggregate Commitment (~~the~~ any such increase, an “~~New Loan Commitments~~Incremental Revolving Credit Commitment”) ~~hereunder~~to make revolving credit loans under the Revolving Credit Facility (any such increase, in an “Incremental Revolving Credit Increase”); provided that (1) the total aggregate principal amount for all such ~~New Loan Commitments~~ increases during the term of this Agreement shall not ~~in excess of~~ exceed $~~100,000,000~~700,000,000 and (2) the total aggregate amount for each Incremental Revolving Credit Increase shall not be less than $25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that ~~the New Loan Commitments~~ any Incremental Revolving Credit Increase shall be effective. The Borrower may invite any Lender, ~~which shall be a date not less than 10 Business Days after the date on which such notice is delivered~~ any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative ~~Agent; provided that any Lender offered or approached~~ Agent to provide ~~all or a portion of~~ an Incremental Revolving Credit Commitment (any ~~New Loan Commitments may elect or decline~~such Person, ~~in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan~~ an “Incremental Lender”). Any Incremental Revolving Credit Commitments shall become effective as of such Increased Amount Date; provided ~~that~~ that: (ia) no Unmatured Default or ~~Event of~~ Default shall exist on such Increased Amount ~~Date before or after giving effect to such New Loan Commitments~~ Date; (b) each of the representations and to warranties contained in Article 5 (other than the ~~making of any Tranche of New Loans pursuant thereto~~ representations and ~~after giving effect to any Permitted Acquisition consummated in connection therewith; (ii) the Borrower shall be in pro forma compliance with the financial covenants~~ warranties set forth in ~~Section 7.1; (iii~~Sections 5.14 and 5.15) ~~the proceeds of any New Loans~~ shall be ~~used~~ true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects, on such Increased Amount Date with the same effect as if made on and as of such date (except for ~~general corporate purposes~~ any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall be true and correct in all material respects (except to the ~~Borrower~~ extent any such representation and ~~its Subsidiaries~~ warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) as of such earlier date); (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vic) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; each Incremental Revolving Credit Increase: (~~vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”~~i) the ~~maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New~~ outstanding Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and ~~documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall~~ L/C Obligations will be ~~reasonably satisfactory to~~ reallocated by the Administrative Agent on the applicable Increased Amount Date among the Lenders (~~except to~~ including the ~~extent permitted by clauses~~ Incremental Lenders providing such Incremental Revolving Credit Increase) in accordance with their revised Pro Rata Share (~~vi) and (vii) above~~ and the ~~last sentence of this paragraph~~Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 3.04 in connection with such reallocation as if such reallocation were a repayment); and (xii) such ~~New Loans or New Loan~~ Incremental Revolving Credit Commitments shall be effected pursuant to one or more Lender Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable ~~Facilities~~ Incremental Lenders (~~e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))~~which Lender Joinder Agreement(s) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section ~~2.25~~2.22); (d) No existing Lender shall be obligated to participate in any Incremental Revolving Credit Increase, and each Lender’s decision to provide (or not provide) an Incremental Revolving Credit Commitment in any instance shall be made in such ▇▇▇▇▇▇’s sole and absolute discretion in each case. (e) ~~For~~ On any Increased Amount Date on which any Incremental Revolving Credit Increase becomes effective, subject to the ~~avoidance of doubt~~foregoing terms and conditions, ~~the Additional~~ each Incremental Lender with an Incremental Revolving ~~Commitments and the Tranche C Term Commitments~~ Credit Commitment shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loansbecome a Lender hereunder.

Appears in 2 contracts

Sources: Credit Agreement (Dick's Sporting Goods, Inc.), Credit Agreement (Dick's Sporting Goods, Inc.)

Incremental Loans. ~~(a) The~~ At any time, the Borrower may by written notice to the Administrative Agent elect to request the establishment of of: (a) one or more ~~new term loan or revolving commitments~~ increases in the Revolving Credit Commitments (~~the~~ any such increase, an “~~New~~ Incremental Loan Commitments”) ~~hereunder~~to make revolving credit loans under the Revolving Credit Facility (any such increase, in an “Incremental Revolving Credit Increase” or an “Incremental Loan”); provided that (i) the total aggregate principal amount for all such ~~New~~ Incremental Loan Commitments shall not ~~in excess~~ (as of any date of incurrence thereof) exceed $125,000,000 and (ii) the total aggregate principal amount for each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall not be less than a minimum principal amount of $~~100,000,000~~10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (i). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that ~~the New~~ any Incremental Loan ~~Commitments~~ Commitment shall be effective, which shall be a date not less than 10 twenty (20) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrower shall invite existing Lenders and may invite any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Loan Commitment (any such Person, an “Incremental Lender”); provided that both the Swingline Loan Lender and the Issuing Lender shall consent to each Incremental Lender providing any portion of an Incremental Revolving Credit Commitment. Any proposed Incremental Lender offered or approached to provide all or a portion of any ~~New~~ Incremental Loan ~~Commitments~~ Commitment may elect or decline, in its sole discretion, to provide such ~~New~~ Incremental Loan ~~Commitments. (b) Such New~~ Commitment. Any Incremental Loan ~~Commitments~~ Commitment shall become effective as of such Increased Amount Date; provided ~~that~~ that: (i) no Potential Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to ~~such New~~ (1) any Incremental Loan ~~Commitments and to~~ Commitment, (2) the making of any ~~Tranche of New~~ Incremental Loans pursuant thereto and ~~after giving effect to~~ (3) any ~~Permitted Acquisition~~ acquisition consummated in connection therewith; ; (ii) each of the ~~Borrower~~ representations and warranties contained in Article 6 shall be true and correct in ~~pro forma compliance~~ all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Change, in which case, such representation and warranty shall be true, correct and complete in all respects, on such Increased Amount Date with the ~~financial covenants set forth in Section 7.1;~~ same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date); (iii) the proceeds of any ~~New~~ Incremental Loans shall be used for general corporate purposes of the Borrower and its ~~Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7);~~ Subsidiaries; (iv) ~~the New Loans~~ Any proposed Incremental Lender shall ~~share ratably in the Collateral;~~ join this Agreement as a Lender pursuant to a Lender Joinder Agreement; (v) each Incremental Loan Commitment (and the ~~New~~ Incremental Loans ~~that are term loans (“New Term Loans”~~made thereunder) shall ~~share ratably in any mandatory prepayments~~ constitute Obligations of the ~~existing Term Loans;~~ Borrower and shall be secured and guaranteed with the other Obligations on a pari passu basis; (vi1) in the case of ~~any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity~~ each Incremental Revolving Credit Increase: (I) such Incremental Revolving Credit Increase shall be ~~equal to or greater than the weighted average life to maturity~~ part of the ~~Tranche C Term Loans; (vii)~~ Revolving Credit Facility, shall mature on the Expiration Date, shall bear interest and be entitled to fees, in each case at the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior rate applicable to the Revolving ~~Termination Date~~Credit Facility, and shall otherwise be subject to the same terms and conditions as the Revolving Credit Facility; (II) any Incremental Lender making any Incremental Revolving Credit Increase shall be entitled to the same voting rights as the existing Lenders under the Revolving Credit Facility and (unless otherwise agreed by the applicable Incremental Lenders; ~~(viii)~~ provided that no such agreement shall allow the ~~New~~ Revolving ~~Loans shall share ratably in any mandatory prepayments~~ Credit Commitments with respect to the Incremental Revolving Credit Increase to be terminated prior to termination of the existing Revolving ~~Loans~~Credit Commitments) each Revolving Credit Loan funded by an Incremental Revolving Credit Increase shall receive proceeds of prepayments on the same basis as the existing Revolving Credit Loans (such prepayments to be shared pro rata on the basis of the original aggregate funded amount thereof); and (ixIII) ~~all terms~~ the outstanding Revolving Credit Loans and ~~documentation with respect to any New~~ Ratable Shares of Swingline Loans ~~which differ from those with respect to the Loans under the applicable Facility shall~~ and Letter of Credit Obligations will be ~~reasonably satisfactory to~~ reallocated by the Administrative Agent ~~(except~~ on the applicable Increased Amount Date among the Lenders to the ~~extent permitted by clauses~~ Revolving Credit Facility (viincluding the Incremental Lenders providing such Incremental Revolving Credit Increase) ~~and~~ in accordance with their revised Ratable Shares (~~vii) above~~ and the ~~last sentence of this paragraph);~~ Lenders to the Revolving Credit Facility (xincluding the Incremental Lenders providing such Incremental Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such ~~New Loans or New~~ reallocation and the Borrower shall pay any and all costs required. (2) Incremental Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section ~~2.25~~2.11, without the consent of any other Lenders; and (3) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such Incremental Loans and/or Incremental Loan Commitments) reasonably requested by Administrative Agent in connection with any such transaction. (eb) ~~For~~ The Incremental Lenders shall be included in any determination of the ~~avoidance of doubt~~Required Lenders and, unless otherwise agreed, the ~~Additional Revolving Commitments and the Tranche C Term Commitments shall~~ Incremental Lenders will not constitute ~~New Loan Commitments~~a separate voting class for any purposes under this Agreement. (c) On any Increased Amount Date on which any Incremental Revolving Credit Increase becomes effective, ~~any~~ subject to the foregoing terms and conditions, each Incremental Lender with an Incremental Revolving ~~Loans made in~~ Credit Commitment shall become a Lender under the Revolving Credit Facility hereunder with respect ~~of the Additional~~ to such Incremental Revolving ~~Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans~~Credit Commitment.

Appears in 2 contracts

Sources: Credit Agreement (Stewart Information Services Corp), Credit Agreement (Stewart Information Services Corp)

Incremental Loans. ~~(a) The~~ At any time after the Effective Date and prior to the Facility Termination Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more ~~new term loan or revolving commitments~~ increases in the Aggregate Commitment (~~the~~ any such increase, an “~~New Loan Commitments~~Incremental Revolving Credit Commitment”) ~~hereunder~~to make revolving credit loans under the Revolving Credit Facility (any such increase, in an “Incremental Revolving Credit Increase”); provided that (1) the total aggregate principal amount for all such ~~New Loan Commitments~~ increases during the term of this Agreement shall not ~~in excess of~~ exceed $~~100,000,000~~1,000,000,000 and (2) the total aggregate amount for each Incremental Revolving Credit Increase shall not be less than $25,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that ~~the New Loan Commitments~~ any Incremental Revolving Credit Increase shall be effective. The Borrower may invite any Lender, ~~which shall be a date not less than 10 Business Days after the date on which such notice is delivered~~ any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative ~~Agent; provided that any Lender offered or approached~~ Agent to provide ~~all or a portion of~~ an Incremental Revolving Credit Commitment (any ~~New Loan Commitments may elect or decline~~such Person, ~~in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan~~ an “Incremental Lender”). Any Incremental Revolving Credit Commitments shall become effective as of such Increased Amount Date; provided ~~that~~ that: (ia) no Unmatured Default or ~~Event of~~ Default shall exist on such Increased Amount ~~Date before or after giving effect to such New Loan Commitments~~ Date; (b) each of the representations and warranties contained in Article 5 shall be true and correct in all material respects, except to the ~~making of~~ extent any ~~Tranche of New Loans pursuant thereto~~ such representation and ~~after giving effect~~ warranty is qualified by materiality or reference to ~~any Permitted Acquisition consummated~~ Material Adverse Effect, in ~~connection therewith; (ii) the Borrower~~ which case, such representation and warranty shall be true and correct in ~~pro forma compliance~~ all respects, on such Increased Amount Date with the ~~financial covenants set forth in Section 7.1;~~ same effect as if made on and as of such date (~~iii) the proceeds~~ except for any such representation and warranty that by its terms is made only as of ~~any New Loans~~ an earlier date, which representation and warranty shall be ~~used for general corporate purposes~~ true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) as of ~~the Borrower and its Subsidiaries~~ such earlier date); (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vic) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; each Incremental Revolving Credit Increase: (~~vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”~~i) the ~~maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New~~ outstanding Revolving Loans ~~shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving~~ and Pro Rata Shares of Swingline Loans ~~shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms~~ and ~~documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall~~ L/C Obligations will be ~~reasonably satisfactory to~~ reallocated by the Administrative Agent on the applicable Increased Amount Date among the Lenders (~~except to~~ including the ~~extent permitted by clauses~~ Incremental Lenders providing such Incremental Revolving Credit Increase) in accordance with their revised Pro Rata Share (~~vi) and (vii) above~~ and the ~~last sentence of this paragraph~~Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 3.04 in connection with such reallocation as if such reallocation were a repayment); and (xii) such ~~New Loans or New Loan~~ Incremental Revolving Credit Commitments shall be effected pursuant to one or more Lender Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable ~~Facilities~~ Incremental Lenders (~~e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))~~which Lender Joinder Agreement(s) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section ~~2.25~~2.22); (d) No existing Lender shall be obligated to participate in any Incremental Revolving Credit Increase, and each Lender’s decision to provide (or not provide) an Incremental Revolving Credit Commitment in any instance shall be made in such Lender’s sole and absolute discretion in each case. (e) ~~For~~ On any Increased Amount Date on which any Incremental Revolving Credit Increase becomes effective, subject to the ~~avoidance of doubt~~foregoing terms and conditions, ~~the Additional~~ each Incremental Lender with an Incremental Revolving ~~Commitments and the Tranche C Term Commitments~~ Credit Commitment shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loansbecome a Lender hereunder.

Appears in 2 contracts

Sources: Credit Agreement (Salesforce, Inc.), Credit Agreement (SALESFORCE.COM, Inc.)

Incremental Loans. (a) ~~The~~ At any time and from time to time prior to the Latest Maturity Date, subject to the terms and express conditions set forth herein, the Borrower may by ~~written~~ no less than three (3) Business Days’ prior notice to the Administrative Agent ~~elect~~ (or such lesser number of days reasonably acceptable to the Administrative Agent), request ~~the establishment~~ to add one or more new credit facilities denominated in Dollars and consisting of one or more ~~new~~ additional tranches of term ~~loan~~ loans or ~~revolving commitments (the “New Loan Commitments”) hereunder, in~~ an ~~aggregate amount for all such New Loan Commitments not in excess~~ increase to an existing Class of ~~$100,000,000. Each such notice shall specify the date~~ Term Loans (each, an “~~Increased Amount Date~~Incremental Term Facility” or an “Incremental Facility”) ~~on which~~ (with the ~~Borrower proposes that~~ Loans and Commitments thereunder made (and funded) to KUEHG Corp. or KC Sub in the New Loan Commitments 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 Administrative Agent; provided that any Lender offered or approached to provide all or a portion sole discretion of ~~any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan Commitments shall become effective as of such Increased Amount Date~~KUEHG Corp. and KC Sub); provided that (i) ~~no Default or Event of Default shall exist on such Increased Amount Date~~ (A) immediately before ~~or after giving effect to such New Loan Commitments and to the making of any Tranche of New Loans pursuant thereto~~ and after giving effect to each Incremental Facility Amendment and the applicable Incremental Facility, no Event of Default exists at the time of such request or immediately after giving effect thereto; provided that to the extent the proceeds of any Incremental Loans are being used to finance a Permitted Acquisition ~~consummated~~ or other Permitted Investment, immediately before and after giving effect to each Incremental Facility Amendment and the applicable Incremental Facility, no Specified Event of Default exists at the time of such request or immediately after giving effect thereto, (B) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects, in each case on and as of the date of effectiveness (or true and correct in all material respects as of a specified date, if earlier), subject to customary “SunGard” limitations to the extent the proceeds of any Incremental Loans are being used to finance a Permitted Acquisition or other Permitted Investment, (ii) (A) subject to the provisos to this sentence, immediately after giving effect to each Incremental Facility Amendment and the applicable Incremental Facility, if such Incremental Facility is secured by a Lien on the Collateral, the Senior Secured Net Leverage Ratio computed on a Pro Forma Basis shall not be greater than 5.70:1.00 or, to the extent the proceeds of such Incremental Facility are being used to finance a Permitted Acquisition or other Permitted Investment, would not be greater than the Secured Net Leverage Ratio immediately prior to such incurrence, and (C) subject to the provisos to this sentence, immediately after giving effect to each Incremental Facility Amendment and the applicable Incremental Facility, if such Incremental Facility is unsecured, the Total Net Leverage Ratio computed on a Pro Forma Basis shall not be greater than 5.90:1.00 or, to the extent the proceeds of such Incremental Facility are being used to finance a Permitted Acquisition or other Permitted Investment, would not be greater than the Total Net Leverage Ratio immediately prior to such incurrence (assuming, in each case, solely for purposes of this Section 2.20 at the time of incurrence and not for any other provision hereunder, that (I) all Incremental Facilities, Additional Term Notes and Ratio Debt in each case established on or prior to such date are fully drawn other than any Unrestricted Additional Term Note and Incremental Facilities incurred in reliance on the Incremental Base Amount and (II) the proceeds of such Incremental Loans are not included as unrestricted cash and Cash Equivalents in clause (i) of the definition of “Senior Secured Net Leverage Ratio” and “Total Net Leverage Ratio,” as applicable) (such Indebtedness, the “Incremental Ratio Debt”); provided that to the extent the proceeds of such Incremental Loans are to be used to prepay Indebtedness, the use of such proceeds for the prepayment of such Indebtedness may be given pro forma effect; provided, further, that the financial incurrence test set forth in clause (ii) of this paragraph (a) shall not apply to (1) the incurrence of an aggregate principal amount of Indebtedness under Incremental Facilities and Unrestricted Additional Term Notes after the Closing Date not to exceed an amount the Dollar Equivalent (calculated using the Exchange Rate on the date of effectiveness of such Incremental Facility Amendment and Incremental Facility) of which equals the greater of (x) $80,000,000 and (y) 50% of Borrower’s Consolidated EBITDA for the most recently ended four fiscal quarter period for which financial statements are available, calculated on a Pro Forma Basis (such amount the “Incremental Base Amount”) (minus (x) the aggregate principal amount of any Unrestricted Additional Term Notes and (y) the aggregate principal amount of any First Lien Incremental Facilities and First Lien Unrestricted Additional Term Notes incurred in reliance on the Incremental Base Amount (as defined in the First Lien Credit Agreement)) plus (2) the amount of any voluntary prepayments of any tranche of the Term Loans effected after the Closing Date that are not financed with the incurrence of long-term Indebtedness (including purchases of the Loans (and, in the case of the First Lien Revolving Loans, voluntary termination of the corresponding Revolving Commitments) by the Loan Parties at or below par, including, for the avoidance of doubt, pursuant to Section 2.11(i); provided that in the case of any prepayments or repurchases below par, such credit shall be limited to the actual amount of cash paid to the lenders in connection ~~therewith;~~ with such prepayment or repurchase) (iisuch Indebtedness, the “Unrestricted Incremental Second Lien Indebtedness”) (it being understood and agreed that the Borrower shall designate any such Indebtedness as Unrestricted Incremental Second Lien Indebtedness or Unrestricted Additional Term Notes on or prior to the date of such incurrence by notice to the Administrative Agent and (iii) in the event that the Yield for any Incremental Term Facility that is pari passu in right of payment and with respect to the Collateral with the Term Loans is higher than the Yield for the Initial Term Loans by more than 50 basis points, then the Applicable Margin for the Initial Term Loans shall be increased to the extent necessary so that the Yield for the Initial Term Loans is equal to the Yield for such Incremental Term Facility minus 50 basis points (the provision in this clause, the “MFN Protection”). For the avoidance of doubt, (i) the Borrower shall be deemed to have used amounts under clause (2) of the immediately preceding proviso prior to utilization of amounts under clause (1) of the immediately preceding proviso or any Incremental Ratio Debt, and the Borrower shall be deemed to have used any Incremental Ratio Debt (to the extent compliant therewith) prior to utilization of amounts under clause (1), and (ii) Loans may be incurred under both clause (1) of the immediately preceding proviso and the Incremental Ratio Debt basket, and proceeds from any such incurrence may be utilized in ~~pro forma compliance~~ a single transaction by first calculating the incurrence under the Incremental Ratio Debt basket above and then calculating the incurrence under clause (1) of the immediately preceding proviso. Each Incremental Facilities shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000, provided that such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Facilities set forth above. (b) Each Incremental Term Facility (i) if made a part of the existing tranche of Initial Term Loans, shall have terms identical to those applicable to such Initial Term Loans or (ii) if consisting of an additional tranche of term loans shall have such terms as determined by the Borrower and the lenders providing such Incremental Term Facility; provided that (A) such Incremental Term Facility shall rank pari passu or junior in respect of the Collateral with the ~~financial covenants~~ Initial Term Loans and shall rank junior in respect of the Collateral with the First Lien Loans or be unsecured, (B) no Restricted Subsidiary is a borrower or a guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed or borrowed the Obligations, (C) no Incremental Term Facility shall have a final maturity date earlier than the then existing Latest Maturity Date with respect to Term Loans, (D) no Incremental Term Facility shall have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Initial Term Loans (without giving effect to nominal amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Initial Term Loans), (E) for purposes of prepayments, shall be treated no more favorably than the Initial Term Loans of the Borrower except those that only apply after the then existing Latest Maturity Date with respect to Term Loans, and (F) the covenants, events of default and guarantees (other than maturity fees, discounts, upfront fees, interest rate, redemption terms and redemption premiums) of such Incremental Term Loans shall be substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the lenders or holders providing such Incremental Term Loans than, those set forth in ~~Section 7.1;~~ the Loan Documents (~~iii~~except to the extent (x) such terms are conformed (or added) in this Agreement for the ~~proceeds of any New Loans shall be used for general corporate purposes~~ benefit of the ~~Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv)~~ Lenders hereunder pursuant to an amendment hereto subject solely to the ~~New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments~~ reasonable satisfaction of the ~~existing Term Loans;~~ Administrative Agent or (viy) in applicable solely to periods after the ~~case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term~~ Latest Maturity Date ~~and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity~~ of the ~~Tranche C~~ Term ~~Loans;~~ Loans existing at the time of such incurrence). (~~vii~~c) in [Reserved]. (d) Each notice from the ~~case of any New Loans that are revolving loans or commitments (“New Revolving Loans”)~~ Borrower pursuant to this Section shall set forth the ~~maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date~~ requested amount and ~~such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments~~ proposed terms of the relevant Incremental Facility. Any additional bank, financial institution, existing ~~Revolving Loans; (ix) all terms and documentation with respect~~ Lender or other Person that elects to ~~any New Loans which differ from those with respect to the Loans~~ provide Commitments under ~~the applicable~~ an Incremental Facility shall be reasonably satisfactory to the ~~Administrative Agent~~ Borrower (~~except to the extent permitted by clauses (vi) and (vii) above and the last sentence of this paragraph); (x)~~ any such ~~New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower~~bank, ~~the Administrative Agent and one or more New Lenders; (xi) the Borrower shall deliver or cause to be delivered any customary legal opinions~~ financial institution, existing Lender or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial Person being called an “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Additional Lender”) and, if not already a Lender, shall become a Lender ~~hereunder with respect~~ under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdco, the Borrower, such ~~New Loan Commitment.~~ Additional Lender (~~d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth~~ in the ~~relevant Joinder Agreement, identical to those of the applicable Loans and for purposes~~ case of this ~~Agreement~~Agreement and, as appropriate, any ~~New Loans or New~~ other Loan ~~Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments~~Document, as applicable~~. Each Joinder Agreement may~~) and, ~~without~~ to the ~~consent of any other Lenders, effect such amendments to this Agreement and~~ extent it directly adversely amends or modifies the ~~other Loan Documents as may be necessary~~ rights or ~~appropriate, in the opinion~~ duties of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.Agent and/or the

Appears in 1 contract

Sources: Second Lien Credit Agreement (KC Holdco, LLC)

Incremental Loans. ~~(a) The~~ At any time after the Second Restatement Effective Date prior to the Tranche 2/Tranche 3 Term Maturity Date, the Borrower ~~may~~ may, by ~~written~~ notice to the Administrative Agent ~~elect~~ (which shall promptly deliver a copy to each of the Lenders), request the ~~establishment~~ addition to this Agreement of ~~one~~ a new tranche of term loans, or ~~more new term loan~~ an incremental revolving credit facility or ~~revolving commitments~~ any combination thereof (the “~~New Loan Commitments~~Incremental Facilities”); provided, however, that both (x) ~~hereunder~~at the time of any such request and (y) upon the effectiveness of any such Incremental Facility, no Default shall exist and the Borrower shall, if a Financial Covenant Effectiveness Period is then occurring, be in compliance with Section 6.12 (calculated, in the case of clause (y), on a pro forma basis to give effect to any borrowing under the Incremental Facility and any substantially simultaneous repayments of Revolving Loans and Other Revolving Loans). The Incremental Facilities shall (i) be in an aggregate principal amount ~~for all such New Loan Commitments~~ not in excess of $~~100,000,000. Each~~ 350,000,000 minus the initial aggregate principal amount of Tranche 3 Term Loans made on the 2008 Restatement Effective Date, (ii) rank pari passu in right of payment and of security with the other Loans, (iii) if such ~~notice shall specify the date~~ Incremental Facility is a term loan facility, amortize in a manner, and be subject to mandatory prepayments (~~each, an “Increased Amount Date”~~if any) on ~~which~~ terms, acceptable to the Agents, and mature no earlier than the Tranche 2/Tranche 3 Term Maturity Date, (iv) bear interest at the market interest rate, as determined at the time such Incremental Facility becomes effective, (v) have such other pricing as may be agreed by the Borrower ~~proposes~~ and the Administrative Agent and (vi) otherwise be treated hereunder no more favorably than the Revolving Loans (or, after the Revolving/Tranche 1 Term Maturity Date, the Tranche 2 Term Loans and the Tranche 3 Term Loans); provided, that the ~~New Loan Commitments shall be effective, which shall be a date not less than 10 Business Days~~ terms and provisions applicable to the Incremental Facilities may provide for additional or different financial or other covenants applicable only during periods after the ~~date on which such notice is delivered to~~ Tranche 2/Tranche 3 Term Maturity Date. At no time shall the ~~Administrative Agent; provided that any Lender offered or approached to provide all or a portion~~ sum of any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) ~~no Default or Event~~ the aggregate amount of ~~Default shall exist on~~ loans outstanding under the Incremental Facilities at such Increased Amount Date before or after giving effect to such New Loan Commitments and to the making of any Tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition consummated in connection therewith; time, (ii) the ~~Borrower~~ total Revolving Exposure at such time, (iii) the outstanding Tranche 1 Term Loans at such time, (iv) the outstanding Tranche 2 Term Loans at such time, (v) the outstanding Tranche 3 Term Loans at such time , (vi) the outstanding Other Term Loans at such time, (vii) the Other Revolving Exposures at such time and (viii) the Additional Senior Debt at such time exceed the Borrowing Base Amount in effect at such time, and the proceeds of the Incremental Facilities shall be ~~in pro forma compliance with~~ used solely for the ~~financial covenants~~ purposes set forth in Section ~~7.1;~~ 5.10 and the preamble. Such notice shall set forth the requested amount and class of Incremental Facilities, and shall offer each Lender the opportunity to offer a commitment (~~iii~~the “Incremental Commitment”) ~~the proceeds of any New Loans shall be used for general corporate purposes~~ to provide a portion of the Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments Incremental Facility by giving written notice of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or such offered commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent ~~(except to the extent permitted by clauses (vi) and (vii) above~~ and the ~~last sentence~~ Borrower within a time period (the “Offer Period”) to be specified in the Borrower’s notice; provided, however, that no existing Lender will be obligated to subscribe for any portion of ~~this paragraph); (x)~~ such ~~New Loans or New Loan Commitments~~ commitments. In the event that, at the expiration of the Offer Period, Lenders shall ~~be effected pursuant to one or more Joinder Agreements executed and delivered~~ have provided commitments in an aggregate amount less than the total amount of the Incremental Facility initially requested by the Borrower, the ~~Administrative Agent and~~ Borrower may request that Incremental Facility commitments be made in a lesser amount equal to such commitments and/or shall have the right to arrange for one or more ~~New Lenders; (xi)~~ Additional Lenders to extend commitments to provide a portion of the ~~Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent~~ Incremental Facility in ~~connection with any such transaction, including any supplements or amendments~~ an aggregate amount equal to the ~~Security Documents providing for such New Loans to be secured thereby; and (xii) if~~ unsubscribed amount of the initial ~~“spread” (for purposes of this Section 2.25~~ request; provided that the ~~“spread” with respect to any Loan~~ Additional Lenders shall be ~~calculated as~~ offered the ~~sum of~~ opportunity to provide the ~~Eurodollar Loan margin~~ Incremental Facility only on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating terms previously offered to the existing ~~Tranche B Term Loans~~ Lenders pursuant to the immediately preceding sentence. Commitments in respect of Incremental Facilities will become Commitments under this Agreement pursuant to an amendment to this Agreement (such an amendment, an “Incremental Facility Amendment”) executed by each of the Borrower and each Subsidiary Loan Party, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be ~~adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable~~ subject to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding satisfaction on the date ~~on which such New Loans are made shall be designated as a separate tranche (a “Tranche”)~~ thereof of ~~Term Loans or Revolving Loans, as applicable, for all purposes~~ each of ~~this Agreement, except as~~ the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be conditions set forth in Section 4.02 of the ~~applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject~~ Original Agreement as in effect immediately prior to the ~~foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment~~First Restatement Effective Date. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 1 contract

Sources: Credit Agreement (Rite Aid Corp)

Incremental Loans. (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term loan ~~or revolving~~ commitments (the “New ~~Loan Commitments~~Term Commitment”) hereunder, in an aggregate amount for all such New ~~Loan Commitments~~ Term Commitment not in excess of ~~$100,000,000~~the Maximum Incremental Facilities Amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New ~~Loan Commitments~~ Term Commitment shall be effective, which date shall be ~~a date not less than 10 Business Days after the date on which such notice is delivered~~ reasonably acceptable to the Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New ~~Loan Commitments~~ Term Commitment may elect or decline, in its sole discretion, to provide such New ~~Loan Commitments. (b)~~ Term Commitment. Such New ~~Loan Commitments~~ Term Commitment shall become effective as of such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New ~~Loan Commitments~~ Term Commitment and to the making of any Tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition or similar Investment consummated in connection ~~therewith~~therewith (provided, however, that, if the proceeds of any New Loans shall be used for a Permitted Acquisition, the Lenders providing such New Loans may waive any such Default or Event of Default existing on the applicable Increased Amount Date); (ii~~) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.1; (iii~~) the proceeds of any New Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (~~including~~ including, without limitation, Permitted Acquisitions and Investments permitted under Section ~~7.7~~7.7 and prepayments or refinancing of Permitted Other Indebtedness and First Lien Indebtedness); (iviii) the New Loans shall share ratably in the Collateral; (iv) no Lender shall be obligated to provide any portion of any New Loan Commitment; (v) the New Loans that are ~~term loans~~ Term Loans (“New Term Loans”) shall share ratably or less in any mandatory prepayments of the existing Term Loans; (vi) ~~in the case of any New Term Loans,~~ the maturity date ~~thereof~~ of the New Term Loans shall not be earlier than the ~~Tranche C~~ Second Lien Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of ~~the Tranche C~~ Second Lien Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent (except to the extent permitted by clauses (vi) and (vii) above and the last sentence of this paragraph); (xviii) such New Loans or New ~~Loan Commitments~~ Term Commitment shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xiix) with respect to any Mortgages that exist at the time of such New Loans, modifications to such Mortgages may be recorded and the Borrower shall deliver or cause to be delivered any title endorsements reasonably requested by Administrative Agent; (x) the Borrower shall deliver or cause to be delivered any customary legal opinions, including legal opinions from local counsel with respect to any mortgage modifications, or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; ~~and~~ (~~xii~~xi) if the ~~initial “spread”~~ interest rate (for purposes of this ~~Section 2.25~~ clause (xi) the “~~spread~~interest rate” with respect to any Loan shall be calculated ~~as the sum of the Eurodollar Loan margin on the relevant Loan plus~~ to include (A) any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) ~~relating~~ and (B) any applicable interest rate floor) applicable to the New Term Loans exceeds the ~~spread then in effect with respect to the Tranche B Term Loans~~ Fixed Rate by more than ~~0.25~~0.50%, the ~~Applicable Margin~~ Fixed Rate relating to the existing ~~Tranche B~~ Second Lien Term Loans shall be adjusted so that the ~~spread relating~~ interest rate applicable to ~~such~~ the New Term Loans does not exceed the ~~spread~~ interest rate applicable to the existing ~~Tranche B~~ Second Lien Term Loans by more than ~~0.25~~0.50%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans ~~or Revolving Loans, as applicable,~~ outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans ~~or Revolving Loans, as applicable,~~ for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New ~~Loan Commitments~~ Term Commitment shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (cb) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (dc) The terms and provisions of the New ~~Loan Commitments~~ Term Commitment of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Term Loans and for purposes of this Agreement, any New Loans or New ~~Loan Commitments~~ Term Commitment shall be deemed to be Term Loans~~, Revolving Loans or Revolving Commitments, as applicable~~. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 1 contract

Sources: Second Lien Credit Agreement (Engility Holdings, Inc.)

Incremental Loans. ~~(a)~~ The Borrower may at any time or from time to time after the Fourth Restatement Effective Date, by written notice to the Administrative Agent ~~elect to~~ as provided below, request the establishment of one or more ~~new~~ additional tranches of term ~~loan or revolving commitments~~ loans hereunder (the “~~New Loan Commitments~~Incremental Loans”) hereunder, in an aggregate amount for all such New Loan Commitments not in excess of $100,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments 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 Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan Commitments shall become effective as of such Increased Amount Date); provided that (i) ~~no Default or Event~~ the aggregate amount of ~~Default~~ Incremental Loans shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments and to the making of any Tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition consummated in connection therewithnot exceed $25,000,000; (ii) both at the ~~Borrower~~ time of any such request and upon the effectiveness of any Incremental Loan Amendment with respect to an Incremental Loan, (A) no Default shall ~~be in~~ exist and (B) the First Lien Indebtedness Ratio (determined on a pro forma ~~compliance with~~ basis as of the ~~financial covenants set forth in Section 7.1~~relevant determination date as if such Incremental Loans had been outstanding on the most recent period of four consecutive fiscal quarters) shall not be greater than 2.50 to 1.00; (iii) each Person which the ~~proceeds of any New Loans~~ Borrower shall request to make an Incremental Loan shall be ~~used for general corporate purposes~~ subject to the prior consent of the ~~Borrower and its Subsidiaries~~ Administrative Agent (~~including Permitted Acquisitions and Investments permitted under Section 7.7~~such consent not to be unreasonably withheld)~~; (iv) the New Loans shall share ratably in the Collateral~~; (v) ~~the New~~ each tranche of Incremental Loans shall be in an aggregate principal amount that ~~are term loans~~ is not less than $10,000,000 (~~“New Term Loans”) shall share ratably in any mandatory prepayments~~ or such lesser amount that represents all of the ~~existing Term Loans~~remaining availability under the limit set forth in clause (i) above); (vi) in the ~~case~~ Incremental Loan Maturity Date of the Incremental Loans of any ~~New Term Loans, the maturity date thereof~~ Series shall not be earlier than the Tranche C B Term Loan Maturity Date (except that the scheduled final maturity of such Incremental Loans may be accelerated pursuant to Section 2.08(b)), and the ~~weighted average life~~ Average Life to ~~maturity~~ Maturity of the Incremental Loans shall be ~~equal to or~~ greater than the ~~weighted average life~~ Average Life to ~~maturity~~ Maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent (except to the extent permitted by clauses (vi) and (vii) above and the last sentence of this paragraph); (x) such New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans ~~by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term~~ (except that Incremental Loans shall be ~~adjusted so that the spread relating~~ entitled to ~~such New Term Loans does not exceed the spread applicable~~ participate, to the ~~existing Tranche B Term~~ extent provided in Section 2.09(b), in mandatory prepayments); and (viii) the proceeds of Incremental Loans ~~by more than 0.25%~~shall be used solely for the purposes permitted under Section 6.08(c). ~~Any New~~ Such notice shall specify (w) the amount of such Incremental Loans ~~made on an Increased Amount Date that have terms~~ and ~~provisions that differ from those of~~ the ~~Term Loans~~ Person or ~~Revolving~~ Persons to provide such Incremental Loans, ~~as applicable, outstanding on~~ (x) the date on which such ~~New~~ Incremental Loans ~~are made~~ shall be ~~designated~~ made, (y) the Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates (if any) for such Incremental Loans and (z) the Applicable Margin that will apply to such Incremental Loans and (if applicable) the rate of the commitment fee, if any, payable by the Borrower in respect of the commitment to make such Incremental Loans, together with such other information reasonably requested by the Administrative Agent in connection therewith. Amounts prepaid in respect of Incremental Loans may not be reborrowed. Notwithstanding anything herein to the contrary, no Lender shall be obligated to provide any Incremental Loans. Any Person or Persons shall become an Incremental Lender hereunder upon execution and delivery to the Administrative Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the Administrative Agent) by such Person or Persons, the Borrower and the Administrative Agent; provided that the effectiveness of such Incremental Loan Amendment shall be subject to the satisfaction of each of the conditions set forth in this Section and Sections 5.02 and 5.03 (it being understood that all references to “date of such Borrowing” or similar language in Section 5.02 shall be deemed to refer to the effective date of such Incremental Loan Amendment) and such other conditions as the parties to such Incremental Loan Amendment shall agree. The Incremental Loans made pursuant to the same Incremental Loan Amendment shall be deemed to be a separate ~~tranche~~ series (each a “~~Tranche~~Series”) of ~~Term~~ Incremental Loans ~~or Revolving Loans, as applicable,~~ for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 1 contract

Sources: Credit Agreement (Sinclair Broadcast Group Inc)

Incremental Loans. (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term ~~loan~~ loans (each, a “New Term Loan Commitment”) or increases of existing Term Loans (each, a “Supplemental Term Loan Commitment”), new revolving commitments (each, a “New Revolving Commitment”) (but no more than three tranches at any time outstanding in the case of revolving commitments) or increases of existing Revolving Commitments (each, a “Revolving Commitment Increase”; together with any New Term Loan Commitments, any Supplemental Term Loan Commitments and any New Revolving Commitment, the “New Loan Commitments”) (but no more than three tranches at any time outstanding in the case of revolving commitments); hereunder, in an aggregate amount for all such New Loan Commitments not in excess ~~of $100,000,000. Each such notice shall specify~~ of, at the ~~date~~ time the respective New Loan Commitments become effective (~~each, an~~ the “Increased Amount Date”~~) on which~~ ), the ~~Borrower proposes that the~~ Maximum Incremental Facility Amount (and each such increase of tranche of New Loan Commitments shall be ~~effective, which shall be a date~~ in an aggregate principal amount that is not less than ~~10 Business Days after the date on which such notice is delivered to~~ $50,000,000 except as the Administrative ~~Agent; provided that any~~ Agent may agree in its reasonable discretion). Any existing Lender ~~offered or~~ approached to provide all or a portion of ~~any~~ such New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) (1) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or “material adverse effect”), in each case on and as of such Increased Amount Date as if made on and as of such Increased Amount Date except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or “material adverse effect”) as of such earlier date (or, in the case of an incurrence of New Loans necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or “material adverse effect”), in each case on and as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into (or, if applicable, the date of delivery of an irrevocable notice or declaration of such Limited Condition Acquisition) as if made on and as of such date except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or “material adverse effect”) as of such earlier date) and (2) no Default or Event of Default shall exist on such Increased Amount Date ~~before or~~ immediately after giving effect to such New Loan Commitments and to the making of any ~~Tranche of~~ New Loans pursuant thereto and ~~after giving effect to~~ any ~~Permitted Acquisition~~ transaction consummated in connection ~~therewith~~therewith (or, in the case of an incurrence of New Loans necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default or Event of Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into (or, if applicable, the date of delivery of an irrevocable notice or declaration of such Limited Condition Acquisition)); (ii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section ~~7.1~~7.4 as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1 at the effective time of such commitments (for purposes of this Section 2.25(b)(ii), (x) with all New Loan Commitments deemed to be drawn in full and (y) without giving effect to the incurrence of any New Loans for purposes of clause (b) of the definition of “Consolidated Net Total Leverage”); (iii) the proceeds of any New Loans shall be ~~used for general corporate purposes~~ used, at the discretion of the ~~Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7)~~Borrower, for any purpose not prohibited by this Agreement; (iv) the New Loans shall ~~share~~ be secured by the Collateral on a pari passu or, at the Borrower’s option, junior basis (so long as any such New Loan Commitments (and related Obligations) are subject to an Intercreditor Agreement) and shall benefit ratably in from the ~~Collateral~~applicable Guarantees, as applicable; (v) in the case of New Loans that are term loans (“New Term Loans”~~) shall share ratably in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans~~), the maturity date thereof shall not be earlier than the ~~Tranche C Term~~ Latest Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Latest Maturing Tranche C B Term Loans (other than (x) with respect to New Term Loans in the form of a customary term loan “A” facility provided by one or more banks, which shall have a maturity date no earlier than the Latest Tranche A Term Maturity Date and a weighted average life to maturity greater than the remaining weighted average life to maturity of the Latest Maturing Tranche A Term Loans and (y) an earlier maturity date and/or a shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Latest Maturity Date or the weighted average life to maturity of the Latest Maturing Tranche B Term Loans, as applicable); (~~vii~~vi) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (~~viii~~vii) the New Revolving Loans shall share ratably in any mandatory prepayments or utilizations of the existing Revolving Loans; (ixviii) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative ~~Agent (except to the extent permitted by clauses (vi) and (vii) above and the last sentence of this paragraph)~~Agent; (xix) such New Loans or New Loan Commitments (other than Supplemental Term Loan Commitments and Revolving Commitment Increases) shall be effected pursuant to one or more ~~Joinder~~ Incremental Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xiix) if the initial “spread” (for purposes of this Section ~~2.25~~ 2.25, the “spread” with respect to any Term Loan (other than any New Term Loans in the form of a customary term loan “A” facility provided by one or more banks or customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing) shall be calculated as the sum of the ~~Eurodollar~~ Term Benchmark Loan margin on the relevant Term Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) (taking into account any interest rate floor) relating to ~~the~~ any New Term ~~Loans~~ Loan, made on or prior to the 6-month anniversary of the Closing Date, exceeds the spread (taking into account any interest rate floor) then in effect with respect to the Initial Tranche B Term Loans by more than ~~0.25~~0.50%, the Applicable Margin (and, if applicable, any interest rate floor) relating to the ~~existing~~ Initial Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the ~~existing~~ Initial Tranche B Term Loans by more than ~~0.25~~0.50%~~. Any~~ ; provided that if such New ~~Loans made on an Increased Amount Date that have terms and provisions that differ from those of the~~ Term Loans ~~or Revolving~~ include an interest rate floor greater than the interest rate floor applicable to the Initial Tranche B Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Initial Tranche B Term Loans shall be required, to the extent an increase in the interest rate floor for the Initial Tranche B Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Initial Tranche B Term Loans shall be increased by such amount; and (xi) (1) no New Term Loan Commitment or Supplemental Term Loan Commitment in the form of a customary term loan “A” facility shall (x) contain covenants or events of default that, taken as ~~applicable~~a whole, ~~outstanding~~ are materially more restrictive on the ~~date on which such~~ Borrower and its Restricted Subsidiaries prior to the Latest Tranche A Term Maturity Date than the covenants applicable to Tranche A Term Loans in the Loan Documents or (y) require any mandatory prepayments prior to the Latest Tranche A Term Maturity Date, other than sharing ratably in the same mandatory prepayments applicable to the Tranche A Term Facility and (2) no New ~~Loans are made~~ Term Loan Commitment or Supplemental Term Commitment with respect to any New Term Loan, other than a New Term Loan in the form of a customary term loan “A” facility, shall ~~be designated~~ (x) contain covenants or events of default that, taken as a ~~separate tranche (a “Tranche”) of~~ whole, are materially more restrictive on the Borrower and its Restricted Subsidiaries prior to the Latest Maturity Date than the covenants applicable to Tranche B Term Loans in the Loan Documents or ~~Revolving Loans~~(y) require any mandatory prepayments prior to the Latest Tranche B Term Maturity Date, ~~as applicable, for all purposes of this Agreement, except as~~ other than sharing ratably in the ~~relevant Joinder Agreement otherwise provides~~same mandatory prepayments applicable to the Tranche B Term Facility. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable ~~Joinder~~ Incremental Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) ~~The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for~~ For purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each ~~Joinder~~ Incremental Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Borrower and the Administrative Agent, to effect the provisions of this Section 2.25. (e) ~~For the avoidance of doubt, the Additional Revolving~~ Supplemental Term Loan Commitments and Revolving Commitment Increases, shall become commitments under this Agreement pursuant to a supplement specifying the Term Loan Tranche ~~C Term Commitments~~ or Revolving Tranche to be increased, executed by the Borrower and each increasing Lender or by each New Lender, as the case may be, in each case in a form reasonably acceptable to the Administrative Agent, which shall ~~not constitute New Loan Commitments, any Revolving Loans made~~ be delivered to the Administrative Agent for recording in ~~respect~~ the Register. Upon effectiveness of the ~~Additional Revolving Commitments~~ Incremental Agreement, each New Lender shall ~~not constitute New Loans or New Revolving Loans~~ be a Lender for all intents and purposes of this Agreement and the ~~Tranche C~~ term loan made pursuant to such Supplemental Term ~~Loans~~ Loan Commitment shall ~~not constitute New Loans~~ be a Term Loan or ~~New Term Loans~~the commitments made pursuant to such Revolving Commitment Increase shall be Revolving Commitments.

Appears in 1 contract

Sources: Credit Agreement (Hanesbrands Inc.)

Incremental Loans. (a) The Borrower ~~may~~ may, by written notice to the Administrative Agent ~~elect~~ from time to time, request Incremental Loan Commitments in an amount not to exceed the ~~establishment of~~ Incremental Loan Amount from one or more ~~new term loan or revolving commitments (the “New Loan Commitments”)~~ Incremental Lenders, which may include any existing Lender; provided that each Incremental Lender, if not already a Lender hereunder, ~~in an aggregate~~ shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed). Such notice shall set forth (i) the amount ~~for all such New~~ of the Incremental Loan Commitments ~~not in excess of $100,000,000. Each such notice shall specify the date~~ being requested (~~each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective,~~ which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Incremental Loan Amount), (ii) the date on which such Incremental Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date ~~on which~~ of such ~~notice is delivered to the Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New~~ notice), and (iii) whether such Incremental Loan Commitments ~~may elect~~ are commitments to make additional Loans or ~~decline, in its sole discretion,~~ commitments to ~~provide such New Loan Commitments~~make term loans with terms different from the Loans ("OTHER LOANS"). (b) ~~Such New~~ The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Loan ~~Commitments~~ Assumption Agreement and such other documentation as the Administrative Agent shall ~~become effective as~~ reasonably specify to evidence the Incremental Loan Commitment of ~~such Increased Amount Date~~each Incremental Lender. Each Incremental Loan Assumption Agreement shall specify the terms of the Incremental Loans to be made thereunder; provided that ~~(i)~~ no Default or Event of Default shall exist ~~on such Increased Amount Date before~~ at the time of, or after giving effect ~~to such New Loan Commitments and to~~ to, the ~~making~~ Incurrence of any ~~Tranche~~ Incremental Loans and, without the prior written consent of ~~New~~ the Required Lenders, (i) the Financial Performance Covenants would be satisfied on a pro forma basis on the date of Incurrence of such Incremental Loans ~~pursuant thereto~~ and for the most recent determination period (after giving effect to ~~any Permitted Acquisition consummated in connection therewith;~~ the Incurrence of such Incremental Loans and other customary and appropriate pro forma adjustment events (including certain acquisitions or dispositions after the beginning of the relevant determination period, but prior to or simultaneously with the Incurrence of such Incremental Loans) reasonably satisfactory to the Administrative Agent), (ii) the ~~Borrower~~ final maturity date of any Other Loans shall be ~~in pro forma compliance with~~ no earlier than the ~~financial covenants set forth in Section 7.1;~~ Maturity Date, (iii) the ~~proceeds~~ Average Life of any ~~New~~ Other Loans shall be ~~used for general corporate purposes~~ no shorter than the Average Life of the ~~Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7);~~ Loans, (iv) following the ~~New~~ Incurrence of such Incremental Loans, the Loans shall ~~share ratably in~~ benefit from the ~~Collateral;~~ same financial maintenance covenants (if any) and, to the extent more favorable to the Lenders (as reasonably determined by the Administrative Agent), other additional covenants (if any) applicable to any Other Loans, (v) to the ~~New Loans that are term loans (“New Term Loans”) shall share ratably~~ extent inconsistent with the terms of this Agreement, the other terms and conditions in ~~any mandatory prepayments of the existing Term Loans; (vi) in the case~~ respect of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Other Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent, and (vi) if the initial yield on any Other Loans (as determined by the Administrative Agent to be equal to the sum of (~~except~~ x) the margin above the Adjusted LIBO Rate on such Other Loans and (y) if such Other Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from Holdings, the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Loans, being referred to herein as "OID"), the amount of such OID divided by the lesser of (A) the Average Life of such Other Loans and (B) four) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the "YIELD DIFFERENTIAL") the Applicable Percentage then in effect for Eurodollar Loans, then the Applicable Percentage then in effect for Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Loan Assumption Agreement, this Agreement shall be deemed amended to the extent ~~permitted by clauses~~ (vibut only to the extent) necessary to reflect the existence and terms of the Incremental Loan Commitments and the Incremental Loans evidenced thereby, as well as, to the extent applicable, any modifications to the covenants set forth herein as contemplated above in this Section 2.22(b). (c) Notwithstanding the foregoing, no Incremental Loan Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (~~vii~~c) ~~above~~ of Article IV shall be satisfied and the ~~last sentence~~ Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of ~~this paragraph); (x) such New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by~~ the Borrower, and (ii) except as otherwise specified in the applicable Incremental Loan Assumption Agreement, the Administrative Agent shall have received (with sufficient copies for each of the Incremental Lenders to the extent requested thereby) legal opinions, board resolutions and ~~one or more New Lenders; (xi) the Borrower shall deliver or cause to be delivered any customary legal opinions or~~ other ~~documents~~ closing certificates reasonably requested by the Administrative Agent ~~in connection~~ and consistent with ~~any such transaction, including any supplements or amendments to~~ those delivered on the ~~Security Documents providing for such New Loans to be secured thereby;~~ Closing Date under Article IV (and relevant thereto). (~~xii~~d) ~~if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum~~ Each of the ~~Eurodollar Loan margin on~~ parties hereto hereby agrees that the ~~relevant Loan plus~~ Administrative Agent may, in consultation with the Borrower, take any ~~original issue discount or upfront fees in lieu of original issue discount~~ and all action as may be reasonably necessary to ensure that all Incremental Loans (other than ~~any arranging fees~~Other Loans), ~~underwriting fees and commitment fees) (based~~ when originally made, are included in each Borrowing of outstanding Loans on a pro rata basis. This may be accomplished by requiring each outstanding Eurodollar Borrowing to be converted into an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding ABR Borrowing on the date of each Incremental Loan, or by allocating a portion of each Incremental Loan to each outstanding Eurodollar Borrowing on ~~which such New~~ a pro rata basis. Any conversion of Eurodollar Loans ~~are made~~ to ABR Loans required by the preceding sentence shall be ~~designated as~~ subject to Section 2.16. If any Incremental Loan is to be allocated to an existing Interest Period for a ~~separate tranche (a “Tranche”) of Term Loans or Revolving Loans~~Eurodollar Borrowing, ~~as applicable,~~ then the interest rate thereon for ~~all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest~~ such Interest Period and the ~~amortization schedule (if applicable) of any New Loan Commitments~~ other economic consequences thereof shall be ~~determined by the Borrower and the applicable New Lenders and shall be~~ as set forth in the applicable ~~Joinder~~ Incremental Loan Assumption Agreement~~. (c) On any Increased Amount Date on which any New Loan Commitment become effective~~. In addition, ~~subject~~ to the ~~foregoing terms and conditions~~extent any Incremental Loans are not Other Loans, ~~each lender with a New Loan Commitment (each, a “New Lender”~~the scheduled amortization payments under Section 2.11(a)(i) ~~shall become a Lender hereunder with respect~~ required to be made after the making of such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Incremental Loans ~~and for purposes of this Agreement, any New Loans or New Loan Commitments~~ shall be ~~deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without~~ ratably increased by the ~~consent~~ aggregate principal amount of ~~any other Lenders, effect~~ such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Incremental Loans.

Appears in 1 contract

Sources: Term Loan Credit Agreement (Network Communications, Inc.)

Incremental Loans. ~~(a)~~ The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term loan or and/or revolving commitments (the “New Loan Commitments”) hereunder, in an aggregate amount for all such New Loan Commitments not in excess of $100,000,000; provided that any Person or Persons providing such commitments shall be subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Administrative Agent and the ~~Administrative Agent~~amount of the New Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 or equal to the remaining Incremental Loan Commitments); provided that any Lender offered or approached to provide all or a portion of any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan ~~Commitments. (b)~~ Commitment. Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i1) no Default or Event of Default shall exist and Holdings shall be in pro forma compliance with Section 7.1 and the pro forma Consolidated First Lien Leverage Ratio shall not be in excess of 3.25:1.00 on such Increased Amount Date before or and after giving effect to such New Loan Commitments and to the making of any Tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition consummated in ~~connection~~ accordance therewith; (~~ii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.1; (iii~~2) the proceeds of any New Loans shall be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv3) the New Loans shall share ratably in the Collateral; (v4) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vi5) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the ~~Tranche C~~ Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the ~~Tranche C~~ Term Loans that are not New Loans; (~~vii~~6) in the case of any New Loans that are revolving loans ~~or commitments~~ (“New Revolving Loans”) the maturity ~~date or commitment termination~~ date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled amortization or mandatory commitment reductions prior to the Revolving Termination Date; (~~viii~~7) the New ~~Revolving~~ Loans shall ~~share ratably in any mandatory prepayments of~~ have such pricing as may be agreed by Borrower and the Lenders providing such New Loans and shall be subject to a “most favored nation” pricing provision that ensures that the initial yield on the New Loans (including upfront fees and original issue discount) does not exceed the Applicable Margin on the existing ~~Revolving~~ Loans; (~~ix)~~ 8) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative ~~Agent (except to the extent permitted by clauses (vi) and (vii) above and the last sentence of this paragraph)~~Agent; (x9) such ~~New Loans or~~ New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; and (xi10) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement~~, except as the relevant Joinder Agreement otherwise provides~~. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan ~~Commitment~~ Commitments become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment~~. (d)~~ . The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other First Lien Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 1 contract

Sources: First Lien Credit Agreement (Vertrue Inc)

Incremental Loans. ~~(a)~~ The Borrower ~~may~~ shall have the right to request one or more additional tranches of additional Loans (the “Incremental Loans”) by providing written notice to the Administrative ~~Agent elect to request~~ Agent, which notice shall be irrevocable once given; provided, however, that the ~~establishment of one or more new term loan or revolving commitments (the “New Loan Commitments”) hereunder, in an~~ aggregate amount ~~for all~~ of such ~~New Loan Commitments~~ Incremental Loans shall not ~~in excess of~~ exceed One Hundred Fifty Million Dollars ($~~100,000,000~~150,000,000). Each such ~~notice~~ Incremental Loan must be an aggregate minimum amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent and the Arrangers, in consultation with the Borrower, shall ~~specify~~ manage all aspects of such Incremental Loans, including decisions as to the ~~date (each~~selection of the existing Lenders and/or other banks, ~~an “Increased Amount Date”) on which~~ financial institutions and other institutional lenders to be approached with respect to such increase and the ~~Borrower proposes that the New Loan Commitments~~ allocations of Incremental Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be ~~effective~~obligated in any way whatsoever to provide an Incremental Loan, ~~which shall~~ and any new Lender becoming a party to this Agreement in connection with any such requested Incremental Loan must be ~~a date not less than 10 Business Days after~~ an Eligible Assignee. Effecting the ~~date on which such notice~~ Incremental Loans under this Section 2.2 is ~~delivered~~ subject to the following conditions precedent: (w) the Administrative ~~Agent; provided that any Lender offered~~ Agent shall have consented thereto (such consent not to be unreasonably withheld or ~~approached to provide all or a portion of any New Loan Commitments may elect or decline~~delayed), ~~in its sole discretion, to provide such New Loan Commitments.~~ (~~b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i~~x) no Default or Event of Default shall ~~exist~~ be in existence on the effective date of such ~~Increased Amount Date before~~ Incremental Loans, (y) the representations and warranties made or ~~after giving effect~~ deemed made by the Borrower or any other Loan Party in any Loan Document to which such ~~New~~ Loan ~~Commitments~~ Party is a party shall be true and correct on the effective date of such Incremental Loans except to the ~~making~~ extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of ~~any Tranche of New Loans pursuant thereto~~ such earlier date) and ~~after giving effect to any Permitted Acquisition consummated~~ except for changes in ~~connection therewith;~~ factual circumstances specifically and expressly permitted hereunder, and (iiz) the ~~Borrower~~ Administrative Agent shall ~~be in pro forma compliance with the financial covenants set forth in Section 7.1; (iii) the proceeds of any New Loans shall be used for general corporate purposes~~ have received each of the ~~Borrower~~ following, in form and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably substance satisfactory to the Administrative ~~Agent~~ Agent: (~~except~~ i) if not previously delivered to the ~~extent permitted~~ Administrative Agent, copies certified by ~~clauses~~ a Qualified Officer of the Borrower of (viA) all partnership or other necessary action taken by the Borrower to authorize such Incremental Loans and (~~vii~~B) ~~above~~ all corporate or other necessary action taken by Guarantor authorizing the guaranty of such Incremental Loans; and (ii) an opinion of counsel to the Borrower and the ~~last sentence of this paragraph)~~Guarantor, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (xiii) ~~such New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements~~ if requested, new Notes executed ~~and delivered~~ by the Borrower, payable to any new Lenders and replacement Notes, if requested by any applicable Lender, executed by the Borrower, payable to any existing Lenders making Incremental Loans, in the amount of each such Lender’s Term Loan Exposure at the time of the effectiveness of the applicable Incremental Loans. In connection with any Incremental Loans pursuant to this Section 2.2 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request. The Incremental Loans (i) shall rank pari passu in right of payment with the existing Loans, (ii) shall not mature earlier than the Maturity Date and ~~one or~~ (iii) shall be treated substantially the same as (and in any event no more ~~New Lenders; (xi~~favorably than) the ~~Borrower shall deliver~~ existing Loans. Incremental Loans may be made hereunder pursuant to an amendment or ~~cause to be delivered any customary legal opinions or~~ restatement of this Agreement and, as appropriate, the other ~~documents reasonably requested~~ Loan Documents, executed by the Borrower, each new Lender participating in such tranche (if any), each existing Lender participating in such tranche (if any) and the Administrative Agent. The Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other ~~Lenders~~Lenders (except as expressly required pursuant to Section 14.3), effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section ~~2.25~~2.2. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 1 contract

Sources: Unsecured Term Loan Agreement (First Industrial Lp)

Incremental Loans. ~~(a)~~ The Borrower ~~may~~ shall have the right to request one or more additional tranches of additional Loans (the “Incremental Loans”) by providing written notice to the Administrative ~~Agent elect to request~~ Agent, which notice shall be irrevocable once given; provided, however, that the ~~establishment of one or more new term loan or revolving commitments (the “New Loan Commitments”) hereunder, in an~~ aggregate amount ~~for all~~ of such ~~New Loan Commitments~~ Incremental Loans shall not ~~in excess of~~ exceed Two Hundred Sixty Million Dollars ($~~100,000,000~~260,000,000). Each such ~~notice~~ Incremental Loan must be an aggregate minimum amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent and the Arrangers, in consultation with the Borrower, shall ~~specify~~ manage all aspects of such Incremental Loans, including decisions as to the ~~date (each~~selection of the existing Lenders and/or other banks, ~~an “Increased Amount Date”) on which~~ financial institutions and other institutional lenders to be approached with respect to such increase and the ~~Borrower proposes that the New Loan Commitments~~ allocations of Incremental Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be ~~effective~~obligated in any way whatsoever to provide an Incremental Loan, ~~which shall~~ and any new Lender becoming a party to this Agreement in connection with any such requested Incremental Loan must be ~~a date not less than 10 Business Days after~~ an Eligible Assignee. Effecting the ~~date on which such notice~~ Incremental Loans under this Section is ~~delivered~~ subject to the following conditions precedent: (w) the Administrative ~~Agent; provided that any Lender offered~~ Agent shall have consented thereto (such consent not to be unreasonably withheld or ~~approached to provide all or a portion of any New Loan Commitments may elect or decline~~delayed), ~~in its sole discretion, to provide such New Loan Commitments.~~ (~~b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i~~x) no Default or Event of Default shall ~~exist~~ be in existence on the effective date of such ~~Increased Amount Date before~~ Incremental Loans, (y) the representations and warranties made or ~~after giving effect~~ deemed made by the Borrower or any other Loan Party in any Loan Document to which such ~~New~~ Loan ~~Commitments~~ Party is a party shall be true and correct on the effective date of such Incremental Loans except to the ~~making~~ extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of ~~any Tranche of New Loans pursuant thereto~~ such earlier date) and ~~after giving effect to any Permitted Acquisition consummated~~ except for changes in ~~connection therewith;~~ factual circumstances specifically and expressly permitted hereunder, and (iiz) the ~~Borrower~~ Administrative Agent shall ~~be in pro forma compliance with the financial covenants set forth in Section 7.1; (iii) the proceeds of any New Loans shall be used for general corporate purposes~~ have received each of the ~~Borrower~~ following, in form and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably substance satisfactory to the Administrative ~~Agent~~ Agent: (~~except~~ i) if not previously delivered to the ~~extent permitted~~ Administrative Agent, copies certified by ~~clauses~~ a Qualified Officer of the Borrower of (viA) all partnership or other necessary action taken by the Borrower to authorize such Incremental Loans and (~~vii~~B) ~~above~~ all corporate or other necessary action taken by Guarantor authorizing the guaranty of such Incremental Loans; and (ii) an opinion of counsel to the Borrower and the ~~last sentence of this paragraph)~~Guarantor, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (xiii) ~~such New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements~~ if requested, new Notes executed ~~and delivered~~ by the Borrower, payable to any new Lenders and replacement Notes, if requested by any applicable Lender, executed by the Borrower, payable to any existing Lenders making Incremental Loans, in the amount of each such ▇▇▇▇▇▇’s Term Loan Exposure at the time of the effectiveness of the applicable Incremental Loans. In connection with any Incremental Loans pursuant to this Section 2.2 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request. The Incremental Loans (i) shall rank pari passu in right of payment with the existing Loans, (ii) shall not mature earlier than the Maturity Date and ~~one or~~ (iii) shall be treated substantially the same as (and in any event no more ~~New Lenders; (xi~~favorably than) the ~~Borrower shall deliver~~ existing Loans. Incremental Loans may be made hereunder pursuant to an amendment or ~~cause to be delivered any customary legal opinions or~~ restatement of this Agreement and, as appropriate, the other ~~documents reasonably requested~~ Loan Documents, executed by the Borrower, each new Lender participating in such tranche (if any), each existing Lender participating in such tranche (if any) and the Administrative Agent. The Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other ~~Lenders~~Lenders (except as expressly required pursuant to Section 14.3), effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section ~~2.25~~2.2. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 1 contract

Sources: Unsecured Term Loan Agreement (First Industrial Lp)

Incremental Loans. ~~(a)~~ The Borrower ~~may~~ shall have the right to request one or more additional tranches of additional Loans (the “Incremental Loans”) by providing written notice to the Administrative ~~Agent elect to request~~ Agent, which notice shall be irrevocable once given; provided, however, that the ~~establishment of one or more new term loan or revolving commitments (the “New Loan Commitments”) hereunder, in an~~ aggregate amount ~~for all~~ of such ~~New Loan Commitments~~ Incremental Loans shall not ~~in excess of~~ exceed One Hundred Million Dollars ($100,000,000). Each such ~~notice~~ Incremental Loan must be an aggregate minimum amount of $25,000,00020,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent and the Arrangers, in consultation with the Borrower, shall ~~specify~~ manage all aspects of such Incremental Loans, including decisions as to the ~~date (each~~selection of the existing Lenders and/or other banks, ~~an “Increased Amount Date”) on which~~ financial institutions and other institutional lenders to be approached with respect to such increase and the ~~Borrower proposes that the New Loan Commitments~~ allocations of Incremental Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be ~~effective~~obligated in any way whatsoever to provide an Incremental Loan, ~~which shall~~ and any new Lender becoming a party to this Agreement in connection with any such requested Incremental Loan must be ~~a date not less than 10 Business Days after~~ an Eligible Assignee. Effecting the ~~date on which such notice~~ Incremental Loans under this Section is ~~delivered~~ subject to the following conditions precedent: (w) the Administrative ~~Agent; provided that any Lender offered~~ Agent shall have consented thereto (such consent not to be unreasonably withheld or ~~approached to provide all or a portion of any New Loan Commitments may elect or decline~~delayed), ~~in its sole discretion, to provide such New Loan Commitments.~~ (~~b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i~~x) no Default or Event of Default shall ~~exist~~ be in existence on the effective date of such ~~Increased Amount Date before~~ Incremental Loans, (y) the representations and warranties made or ~~after giving effect~~ deemed made by the Borrower or any other Loan Party in any Loan Document to which such ~~New~~ Loan ~~Commitments~~ Party is a party shall be true and correct on the effective date of such Incremental Loans except to the ~~making~~ extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of ~~any Tranche of New Loans pursuant thereto~~ such earlier date) and ~~after giving effect to any Permitted Acquisition consummated~~ except for changes in ~~connection therewith;~~ factual circumstances specifically and expressly permitted hereunder, and (iiz) the ~~Borrower~~ Administrative Agent shall ~~be in pro forma compliance with the financial covenants set forth in Section 7.1; (iii) the proceeds of any New Loans shall be used for general corporate purposes~~ have received each of the ~~Borrower~~ following, in form and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably substance satisfactory to the Administrative ~~Agent~~ Agent: (~~except~~ i) if not previously delivered to the ~~extent permitted~~ Administrative Agent, copies certified by ~~clauses~~ a Qualified Officer of the Borrower of (viA) all partnership or other necessary action taken by the Borrower to authorize such Incremental Loans and (~~vii~~B) ~~above~~ all corporate or other necessary action taken by Guarantor authorizing the guaranty of such Incremental Loans; and (ii) an opinion of counsel to the Borrower and the ~~last sentence of this paragraph)~~Guarantor, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (xiii) ~~such New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements~~ if requested, new Notes executed ~~and delivered~~ by the Borrower, payable to any new Lenders and replacement Notes, if requested by any applicable Lender, executed by the Borrower, payable to any existing Lenders making Incremental Loans, in the amount of each such Lender’s Term Loan Exposure at the time of the effectiveness of the applicable Incremental Loans. In connection with any Incremental Loans pursuant to this Section 2.2 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request. The Incremental Loans (i) shall rank pari passu in right of payment with the existing Loans, (ii) shall not mature earlier than the Maturity Date and ~~one or~~ (iii) shall be treated substantially the same as (and in any event no more ~~New Lenders; (xi~~favorably than) the ~~Borrower shall deliver~~ existing Loans. Incremental Loans may be made hereunder pursuant to an amendment or ~~cause to be delivered any customary legal opinions or~~ restatement of this Agreement and, as appropriate, the other ~~documents reasonably requested~~ Loan Documents, executed by the Borrower, each new Lender participating in such tranche (if any), each existing Lender participating in such tranche (if any) and the Administrative Agent. The Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other ~~Lenders~~Lenders (except as expressly required pursuant to Section 14.3), effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section ~~2.25~~2.2. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 1 contract

Sources: Unsecured Term Loan Agreement (First Industrial Lp)

Incremental Loans. At any time or from time to time after the Effective Date (~~a) The Borrower may~~ on one or more occasions), by ~~written~~ notice to the Administrative Agent ~~elect~~ (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), without having to seek consent from the Lenders, the Borrower may request ~~the establishment of~~ (a) one or more ~~new~~ additional tranches of term ~~loan~~ loans or ~~revolving commitments~~ additional Term Loans under an existing tranche (the “~~New Loan Commitments~~Incremental Term Loans”) ~~hereunder~~and (b) one or more increases in the amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase” and, together with any Incremental Term Loans, referred to herein as a “Credit Increase”) in an aggregate principal amount ~~for all such New Loan Commitments~~ not ~~in excess of~~ to exceed $100,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments 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 Administrative Agent750,000,000; provided that ~~any Lender offered or approached to provide all or a portion~~ both at the time of any ~~New~~ such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan ~~Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments.~~ is made (~~b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i~~and immediately after giving effect thereto) no Default or Event of Default shall ~~exist on such Increased Amount Date before or after giving effect to such New Loan Commitments~~ exist. The Incremental Term Loans (A) shall rank pari passu in right of payment and ~~to the making~~ of ~~any Tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition consummated in connection therewith; (ii) the Borrower shall be in pro forma compliance~~ security with the ~~financial covenants set forth in Section 7.1;~~ other Loans, (iii) the proceeds of any New Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”B) shall ~~share ratably in~~ not mature or have any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions installments prior to the ~~Revolving Termination~~ Maturity Date; , (~~viii~~C) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent (except to the extent permitted by clauses (vi) and (vii) above and the last sentence of this paragraph); (x) such New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of will accrue interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be at rates determined by the Borrower and the lenders providing such Incremental Term Loans, which rates may be higher or lower than the rates applicable ~~New Lenders~~ to the Term Loans, and (D) except with respect to clauses (B) and (C) above, shall be subject to terms and conditions substantially the same as the Term Loans. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Credit Increases and demonstrate compliance with the conditions set forth in the ~~applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject~~ proviso to the ~~foregoing terms~~ first sentence of this Section. Incremental Term Loans may be made, and ~~conditions~~Revolving Commitment Increases may be provided, ~~each lender with a New Loan Commitment~~ by any existing Lender or by any other bank or other financial institution (~~each, a~~ any such other bank or other financial institution being called an “~~New~~ Additional Lender”); provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) ~~shall become a Lender hereunder with respect~~ to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Lenders or Additional Lenders making such Incremental Term Loans or ~~New Loan Commitments shall~~ providing such Revolving Commitment Increases, if such consent would be ~~deemed to be~~ required under Section 9.5 for an assignment of Term ~~Loans, Revolving~~ Loans or Revolving Commitments, as applicable, to such Lender or Additional Lender. ~~Each Joinder~~ Commitments in respect of Credit Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Lender’s applicable Revolving Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. An Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative ~~Agent~~Agent and the Borrower, to effect the provisions and intent of this Section ~~2.25. (e) For~~ and the ~~avoidance~~ application of ~~doubt~~the proceeds thereof. No Lender shall be obligated to provide any Credit Increases, unless it so agrees. Upon each increase in the Revolving Commitments pursuant to this Section, the ~~Additional~~ participations held by the Revolving ~~Commitments and~~ Lenders in Letters of Credit or L/C Commitment immediately prior to such increase will be reallocated so as to be held by the ~~Tranche C Term Commitments shall not constitute New Loan Commitments~~Revolving Lenders ratably in accordance with their respective Revolving Percentages after giving effect to such Revolving Commitment Increase. If, on the date of a Revolving Commitment Increase, there are any Revolving Loans ~~made in respect of~~ outstanding under the ~~Additional~~ Revolving Commitments being increased, the Borrower shall ~~not constitute New Loans or New~~ prepay such Revolving Loans ~~and~~ in accordance with this Agreement on the ~~Tranche C Term~~ date of effectiveness of such Revolving Commitment Increase (but the Borrower may finance such prepayment with a concurrent borrowing of Revolving Loans ~~shall~~ from the Revolving Lenders after giving effect to such Revolving Commitment Increase). The Borrower may use the proceeds of each Credit Increase for any purpose not ~~constitute New Loans or New Term Loans~~prohibited by this Agreement unless otherwise agreed in connection with such Credit Increase.

Appears in 1 contract

Sources: Credit Agreement (Coty Inc /)

Incremental Loans. ~~(a)~~ The Borrower ~~may~~ shall have the right to request one or more additional tranches of additional Loans (the “Incremental Loans”) by providing written notice to the Administrative ~~Agent elect to request~~ Agent, which notice shall be irrevocable once given; provided, however, that the ~~establishment of one or more new term loan or revolving commitments (the “New Loan Commitments”) hereunder, in an~~ aggregate amount ~~for all~~ of such ~~New Loan Commitments~~ Incremental Loans shall not ~~in excess of~~ exceed One Hundred Fifty Million Dollars ($~~100,000,000~~150,000,000). Each such ~~notice~~ Incremental Loan must be an aggregate minimum amount of $20,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent and the Arrangers, in consultation with the Borrower, shall ~~specify~~ manage all aspects of such Incremental Loans, including decisions as to the ~~date (each~~selection of the existing Lenders and/or other banks, ~~an “Increased Amount Date”) on which~~ financial institutions and other institutional lenders to be approached with respect to such increase and the ~~Borrower proposes that the New Loan Commitments~~ allocations of Incremental Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be ~~effective~~obligated in any way whatsoever to provide an Incremental Loan, ~~which shall~~ and any new Lender becoming a party to this Agreement in connection with any such requested Incremental Loan must be ~~a date not less than 10 Business Days after~~ an Eligible Assignee. Effecting the ~~date on which such notice~~ Incremental Loans under this Section is ~~delivered~~ subject to the following conditions precedent: (w) the Administrative ~~Agent; provided that any Lender offered~~ Agent shall have consented thereto (such consent not to be unreasonably withheld or ~~approached to provide all or a portion of any New Loan Commitments may elect or decline~~delayed), ~~in its sole discretion, to provide such New Loan Commitments.~~ (~~b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i~~x) no Default or Event of Default shall ~~exist~~ be in existence on the effective date of such ~~Increased Amount Date before~~ Incremental Loans, (y) the representations and warranties made or ~~after giving effect~~ deemed made by the Borrower or any other Loan Party in any Loan Document to which such ~~New~~ Loan ~~Commitments~~ Party is a party shall be true and correct on the effective date of such Incremental Loans except to the ~~making~~ extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of ~~any Tranche of New Loans pursuant thereto~~ such earlier date) and ~~after giving effect to any Permitted Acquisition consummated~~ except for changes in ~~connection therewith;~~ factual circumstances specifically and expressly permitted hereunder, and (iiz) the ~~Borrower~~ Administrative Agent shall ~~be in pro forma compliance with the financial covenants set forth in Section 7.1; (iii) the proceeds of any New Loans shall be used for general corporate purposes~~ have received each of the ~~Borrower~~ following, in form and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably substance satisfactory to the Administrative ~~Agent~~ Agent: (~~except~~ i) if not previously delivered to the ~~extent permitted~~ Administrative Agent, copies certified by ~~clauses~~ a Qualified Officer of the Borrower of (viA) all partnership or other necessary action taken by the Borrower to authorize such Incremental Loans and (~~vii~~B) ~~above~~ all corporate or other necessary action taken by Guarantor authorizing the guaranty of such Incremental Loans; and (ii) an opinion of counsel to the Borrower and the ~~last sentence of this paragraph)~~Guarantor, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (xiii) ~~such New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements~~ if requested, new Notes executed ~~and delivered~~ by the Borrower, payable to any new Lenders and replacement Notes, if requested by any applicable Lender, executed by the Borrower, payable to any existing Lenders making Incremental Loans, in the amount of each such Lender’s Term Loan Exposure at the time of the effectiveness of the applicable Incremental Loans. In connection with any Incremental Loans pursuant to this Section 2.2 any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request. The Incremental Loans (i) shall rank pari passu in right of payment with the existing Loans, (ii) shall not mature earlier than the Maturity Date and ~~one or~~ (iii) shall be treated substantially the same as (and in any event no more ~~New Lenders; (xi~~favorably than) the ~~Borrower shall deliver~~ existing Loans. Incremental Loans may be made hereunder pursuant to an amendment or ~~cause to be delivered any customary legal opinions or~~ restatement of this Agreement and, as appropriate, the other ~~documents reasonably requested~~ Loan Documents, executed by the Borrower, each new Lender participating in such tranche (if any), each existing Lender participating in such tranche (if any) and the Administrative Agent. The Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other ~~Lenders~~Lenders (except as expressly required pursuant to Section 14.3), effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section ~~2.25~~2.2. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 1 contract

Sources: Unsecured Term Loan Agreement (First Industrial Lp)

Incremental Loans. ~~(a) The~~ At any time after the Second Restatement Effective Date prior to the Tranche 2/Tranche 3 Term Maturity Date, the Borrower ~~may~~ may, by ~~written~~ notice to the Administrative Agent ~~elect~~ (which shall promptly deliver a copy to each of the Lenders), request the ~~establishment~~ addition to this Agreement of ~~one~~ a new tranche of term loans, or ~~more new term loan~~ an incremental revolving credit facility or ~~revolving commitments~~ any combination thereof (the “~~New Loan Commitments~~Incremental Facilities”); provided, however, that both (x) ~~hereunder~~at the time of any such request and (y) upon the effectiveness of any such Incremental Facility, no Default shall exist and the Borrower shall, if a Financial Covenant Effectiveness Period is then occurring, be in compliance with Section 6.12 (calculated, in the case of clause (y), on a pro forma basis to give effect to any borrowing under the Incremental Facility and any substantially simultaneous repayments of Revolving Loans). The Incremental Facilities shall (i) be in an aggregate principal amount ~~for all such New Loan Commitments~~ not in excess of $~~100,000,000. Each~~ 350,000,000 minus the initial aggregate principal amount of Tranche 3 Term Loans made on the 2008 Restatement Effective Date, (ii) rank pari passu in right of payment and of security with the other Loans, (iii) if such ~~notice shall specify the date~~ Incremental Facility is a term loan facility, amortize in a manner, and be subject to mandatory prepayments (~~each, an “Increased Amount Date”~~if any) on ~~which~~ terms, acceptable to the Agents, and mature no earlier than the Tranche 2/Tranche 3 Term Maturity Date, (iv) bear interest at the market interest rate, as determined at the time such Incremental Facility becomes effective, (v) have such other pricing as may be agreed by the Borrower ~~proposes~~ and the Administrative Agent and (vi) otherwise be treated hereunder no more favorably than the Revolving Loans (or, after the Revolving/Tranche 1 Term Maturity Date, the Tranche 2 Term Loans and the Tranche 3 Term Loans); provided, that the ~~New Loan Commitments shall be effective, which shall be a date not less than 10 Business Days~~ terms and provisions applicable to the Incremental Facilities may provide for additional or different financial or other covenants applicable only during periods after the ~~date on which such notice is delivered to~~ Tranche 2/Tranche 3 Term Maturity Date. At no time shall the ~~Administrative Agent; provided that any Lender offered or approached to provide all or a portion~~ sum of any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) ~~no Default or Event~~ the aggregate amount of ~~Default shall exist on~~ loans outstanding under the Incremental Facilities at such Increased Amount Date before or after giving effect to such New Loan Commitments and to the making of any Tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition consummated in connection therewith; time, (ii) the ~~Borrower~~ total Revolving Exposure at such time, (iii) the outstanding Tranche 1 Term Loans at such time, (iv) the outstanding Tranche 2 Term Loans at such time and (v) the outstanding Tranche 3 Term Loans at such time exceed the Borrowing Base Amount (or, if prior to the Borrowing Base Date, the Estimated Borrowing Base Amount) in effect at such time, and the proceeds of the Incremental Facilities shall be ~~in pro forma compliance with~~ used solely for the ~~financial covenants~~ purposes set forth in Section ~~7.1;~~ 5.10 and the preamble. Such notice shall set forth the requested amount and class of Incremental Facilities, and shall offer each Lender the opportunity to offer a commitment (~~iii~~the “Incremental Commitment”) ~~the proceeds of any New Loans shall be used for general corporate purposes~~ to provide a portion of the Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments Incremental Facility by giving written notice of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or such offered commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent ~~(except to the extent permitted by clauses (vi) and (vii) above~~ and the ~~last sentence~~ Borrower within a time period (the “Offer Period”) to be specified in the Borrower’s notice; provided, however, that no existing Lender will be obligated to subscribe for any portion of ~~this paragraph); (x)~~ such ~~New Loans or New Loan Commitments~~ commitments. In the event that, at the expiration of the Offer Period, Lenders shall ~~be effected pursuant to one or more Joinder Agreements executed and delivered~~ have provided commitments in an aggregate amount less than the total amount of the Incremental Facility initially requested by the Borrower, the ~~Administrative Agent and~~ Borrower may request that Incremental Facility commitments be made in a lesser amount equal to such commitments and/or shall have the right to arrange for one or more ~~New Lenders~~banks or other financial institutions (any such bank or other financial institution being called an “Additional Lender”) to extend commitments to provide a portion of the Incremental Facility in an aggregate amount equal to the unsubscribed amount of the initial request; provided that each Additional Lender shall be subject to the approval of the Administrative Agent (~~xi) the Borrower shall deliver or cause~~ such consent not to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured therebyunreasonably withheld); and ~~(xii) if~~ provided further that the ~~initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan~~ Additional Lenders shall be ~~calculated as~~ offered the ~~sum of~~ opportunity to provide the ~~Eurodollar Loan margin~~ Incremental Facility only on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating terms previously offered to the existing ~~Tranche B Term Loans~~ Lenders pursuant to the immediately preceding sentence. Commitments in respect of Incremental Facilities will become Commitments under this Agreement pursuant to an amendment to this Agreement (such an amendment, an “Incremental Facility Amendment”) executed by each of the Borrower and each Subsidiary Loan Party (and, prior to the Borrowing Base Date, Holdings and each of its subsidiaries), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be ~~adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable~~ subject to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding satisfaction on the date ~~on which such New Loans are made shall be designated as a separate tranche (a “Tranche”)~~ thereof of ~~Term Loans or Revolving Loans, as applicable, for all purposes~~ each of ~~this Agreement, except as~~ the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be conditions set forth in Section 4.02 of the ~~applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject~~ Original Agreement as in effect immediately prior to the ~~foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment~~First Restatement Effective Date. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 1 contract

Sources: Credit Agreement (Rite Aid Corp)

Incremental Loans. (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term loan ~~or revolving~~ commitments (the “New Term Loan Commitments”) hereunder, in an aggregate principal amount for all such New Term Loan Commitments not in excess of $~~100,000,000~~100,000,000 in the aggregate and not less than $15,000,000 individually (or such lesser amount that shall constitute the difference between $100,000,000 and all such New Term Loan Commitment obtained prior to such date); provided that New Term Loan Commitments and New Term Loans may only be made to HGI. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Term Loan Commitments 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 Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New Term Loan Commitments may elect or decline, in its sole discretion, to provide such New Term Loan Commitments~~. (b)~~ . Such New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments and to the making of any ~~Tranche of~~ new term loans (the “New ~~Loans~~ Term Loans”) pursuant thereto and after giving effect to any Permitted Business Acquisition consummated in connection therewith; (ii) the conditions of Section 4.02 shall be met as of the Increased Amount Date and the Administrative Agent shall have received an Officer’s Certificate to such effect; (iii) the Administrative Agent shall have received such opinions, resolutions, certificates and other documents and instruments as it shall reasonably request in order to ensure that the New Term Loans are entitled to the ratable benefit of the Collateral Documents; (iv) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section ~~7.1~~7.16 on the Increased Amount Date and for the most recently ended fiscal quarter; (~~iii~~v) the proceeds of any New Term Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including Permitted ~~Acquisitions and Investments permitted under Section 7.7~~Acquisitions); (ivvi) unless the applicable Joinder Agreement provides for less favorable treatment in respect of such New Term Loans, the New Term Loans shall share ratably in the Collateral; (vvii) ~~the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans,~~ the maturity date ~~thereof~~ of such New Term Loans shall not be earlier than the ~~Tranche C~~ Term Loan Maturity Date and the weighted average life to maturity of the New Term Loans shall be ~~equal to or greater~~ not be shorter than the weighted average life to maturity of the ~~Tranche C~~ existing Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii~~) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix~~) all terms and documentation with respect to any New Loans which differ from those with respect to the existing Term Loans shall be mutually agreed between the Borrower and the Lenders under the ~~applicable Facility shall be reasonably satisfactory to the Administrative Agent~~ New Term Loans (except to the extent permitted ~~by clauses (vi) and (vii) above and the last sentence of~~ in this paragraph); (xix) such New ~~Loans or New~~ Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed ~~and delivered~~ by the Borrower, the Administrative Agent and one or more New Lenders; (xix) ~~the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent~~ all fees and expenses owing in ~~connection with any~~ respect of such ~~transaction, including any supplements or amendments~~ New Term Loan to the ~~Security Documents providing for such New Loans to be secured thereby~~Administrative Agent, the Collateral Agent and the Lenders shall have been paid; and (~~xii~~xi) if the initial “spread” (for purposes of this Section ~~2.25~~ 2.15 the “spread” with respect to any Term Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Term Loan plus any original issue ~~discount or~~ discount, upfront fees and interest rate floors in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the ~~applicable Facilities~~ existing Term Loans (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the ~~Tranche B~~ existing Term Loans by more than 0.25%, the Applicable Margin relating to the existing ~~Tranche B~~ Term Loans shall be adjusted ~~so that~~ to the extent necessary to cause the spread relating to such New Term Loans ~~does~~ not to exceed the spread applicable to the existing ~~Tranche B~~ Term Loans by more than 0.25%. Any New Term Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans ~~or Revolving Loans, as applicable,~~ outstanding on the date on which such New Term Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans ~~or Revolving Loans, as applicable,~~ for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (cb) On any Increased Amount Date on which any New Term Loan Commitment ~~become~~ becomes effective, subject to the foregoing terms and conditions, each lender with a New Term Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Term Loan Commitment. (dc) The terms and provisions of the New Term Loan Commitments of any Tranche shall ~~be, except as otherwise set forth in the relevant Joinder Agreement,~~ be identical to those of the applicable existing Term Loans and for purposes of this Agreement, any New Term Loans (except as otherwise agreed between the Borrower and the applicable New Lenders but subject to the restrictions of Section 2.15(a)) or New Term Loan Commitments shall be deemed to be Term ~~Loans, Revolving~~ Loans or ~~Revolving~~ Term Loan Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 1 contract

Sources: Credit Agreement (Hillman Companies Inc)

Incremental Loans. ~~(a)~~ The Borrower may at any time or from time to time after the Closing Date, by ~~written~~ notice to the Administrative Agent ~~elect to request the establishment of one or more new term loan or revolving commitments~~ (the “New Loan Commitments”) hereunder, in an aggregate amount for all such New Loan Commitments not in excess of $100,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to whereupon the Administrative ~~Agent; provided that any Lender offered or approached~~ Agent shall promptly deliver a copy to ~~provide all or a portion~~ each of ~~any New Loan Commitments may elect or decline~~the Lenders), ~~in its sole discretion~~request additional secured term loans hereunder (such term loans, ~~to provide such New Loan Commitments. (b) Such New Loan Commitments shall become effective as of such Increased Amount Date~~“Incremental Loans”); provided that (i) no Default or Event of Default shall exist ~~on such Increased Amount Date before~~ or ~~after giving effect to such New Loan Commitments and to the making of any Tranche of New Loans pursuant thereto and~~ would exist after giving effect to any ~~Permitted Acquisition consummated in connection therewith~~Incremental Loans; (ii) all fees and expenses owing to the ~~Borrower~~ Administrative Agent and the Incremental Lenders in respect of such Incremental Loans shall ~~be in pro forma compliance with the financial covenants set forth in Section 7.1~~have been paid; (iii) ~~the proceeds of any New~~ all Incremental Loans borrowed on one Incremental Closing Date shall be ~~used for general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7)~~in an aggregate principal amount that is not less than $10,000,000; (iv) after giving effect to all Incremental Loans previously made hereunder and such proposed Incremental Loans, the ~~New~~ aggregate principal amount of all such previous and proposed Incremental Loans shall ~~share ratably in the Collateral~~not exceed $200,000,000; (v) the ~~New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments~~ Secured Leverage Ratio as of the ~~existing Term Loans;~~ applicable Incremental Closing Date on a pro forma basis after giving effect to the Incremental Loans does not exceed 3.0 to 1.0 (~~vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date~~ and the ~~weighted average life to maturity~~ Borrower shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory provide to the Administrative Agent ~~(except~~ a certificate as to ~~the extent permitted by clauses (vi) and (vii) above and the last sentence of this paragraph~~such Secured Leverage Ratio calculated in reasonable detail on such Incremental Closing Date); (~~x) such New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi~~vi) the Borrower shall deliver or cause to be delivered on the Incremental Closing Date any ~~customary~~ legal opinions or other documents or instruments reasonably requested by Administrative Agent in connection with any ~~such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby~~Incremental Loans; and (~~xii~~vii) if the ~~initial “spread” (for purposes of this Section 2.25 the “spread”~~ Incremental Loans shall rank pari passu with respect to ~~any Loan~~ the Collateral and Guaranty of the Guarantors; (viii) the terms and provisions of Incremental Loans shall be ~~calculated~~ identical to the Loans, except as may be contemplated by clause (ix), (x) or (xi) below (provided that such terms and provisions that are not contemplated by such clauses (ix), (x) or (xi) may be different from the ~~sum~~ Loans to the extent reasonably acceptable to the Administrative Agent); (ix) such Incremental Loans shall have a final maturity that is the same as or later than the Latest Maturity Date; (x) such Incremental Loans have a Weighted Average Life to Maturity as of the ~~Eurodollar Loan margin on~~ Incremental Closing Date that is the ~~relevant Loan plus any~~ same as or longer than the Weighted Average Life to Maturity of the Loans as of the Incremental Closing Date; and (xi) the all-in yield (whether in the form of interest rate margins, interest rate, original issue ~~discount~~ discount, upfront fees, or ~~upfront fees~~ eurodollar or base rate floors (but not customary commitment, arrangement or underwriting fees), assuming, in ~~lieu~~ the case of original issue discount ~~(other than any arranging~~ and upfront fees, ~~underwriting fees and commitment fees) (based on an assumed~~ a four-year ~~average~~ life to maturity) for ~~the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term~~ such Incremental Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall will be determined by the Borrower and the ~~applicable New~~ Incremental Lenders and ~~shall~~ will not be ~~set forth~~ more than 25 basis points higher than the corresponding all-in yield (giving effect to interest rate margins, interest rate, original issue discount, upfront fees and eurodollar and base rate floors (but not customary commitment, arrangement or underwriting fees) assuming, in the ~~applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms~~ case of original issue discount and ~~conditions, each lender with a New Loan Commitment (each~~upfront fees, a ~~“New Lender”~~four-year life to maturity) ~~shall become a Lender hereunder~~ for the Loans made on the Closing Date, unless the all-in yield with respect to such ~~New Loan Commitment. (d) The terms and provisions~~ Loans shall be increased as of the ~~New Loan Commitments of any Tranche~~ Incremental Closing Date (which increase in yield shall ~~be, except as otherwise~~ be effected by increasing the Applicable Rate applicable to such existing Loans) by an amount equal to the difference between the all-in yield with respect to such Incremental Loans minus 25 basis points and the corresponding all-in yield on such Loans. Each notice from the Borrower pursuant to this Section 2.15 shall set forth in the requested amount of the relevant ~~Joinder Agreement~~Incremental Loans and be delivered at least seven (7) Business Days prior to the proposed Incremental Closing Date. Incremental Loans may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide any Incremental Loans) or by any other Eligible Assignee (any such Person providing an Incremental Loan, ~~identical~~ an “Incremental Lender”). Incremental Loans shall become under this Agreement pursuant to ~~those~~ an amendment (an “Incremental Amendment”), executed by (x) the Administrative Agent, the consent of which is not to be unreasonably withheld or delayed, (y) the Incremental Lenders and (z) the Loan Parties, and reaffirmations of the ~~applicable Loans and for purposes of this Agreement, any New Loans or New~~ Loan ~~Commitments~~ Documents executed by the Loan Parties shall be ~~deemed~~ delivered in connection therewith, in each case in form and substance reasonably satisfactory to ~~be Term Loans, Revolving Loans or Revolving Commitments, as applicable~~the Administrative Agent. ~~Each Joinder Agreement~~ The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative ~~Agent~~Agent and the Borrower, to effect the provisions of this Section ~~2.25. (e) For~~ 2.15. The date that any Incremental Loans are made shall be referred to as the ~~avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in~~ “Incremental Closing Date” with respect ~~of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term~~ to such Incremental Loans.

Appears in 1 contract

Sources: Credit Agreement (Nortek Inc)

Incremental Loans. ~~(a) The~~ At any time after the Second Restatement Effective Date prior to the ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Date, the Borrower ~~may~~ may, by ~~written~~ notice to the Administrative Agent ~~elect~~ (which shall promptly deliver a copy to each of the Lenders), request the ~~establishment~~ addition to this Agreement of ~~one~~ a new tranche of term loans, or ~~more new term loan~~ an incremental revolving credit facility or ~~revolving commitments~~ any combination thereof (the “~~New Loan Commitments~~Incremental Facilities”); provided, however, that both (x) ~~hereunder~~at the time of any such request and (y) upon the effectiveness of any such Incremental Facility, no Default shall exist and the Borrower shall, if a Financial Covenant Effectiveness Period is then occurring, be in compliance with Section 6.12 (calculated, in the case of clause (y), on a pro forma basis to give effect to any borrowing under the Incremental Facility and any substantially simultaneous repayments of Revolving Loans). The Incremental Facilities shall (i) be in an aggregate principal amount ~~for all such New Loan Commitments~~ not in excess of $~~100,000,000. Each~~ 350,000,000, (ii) rank pari passu in right of payment and of security with the other Loans, (iii) if such ~~notice shall specify the date~~ Incremental Facility is a term loan facility, amortize in a manner, and be subject to mandatory prepayments (~~each, an “Increased Amount Date”~~if any) on ~~which~~ terms, acceptable to the Agents, and mature no earlier than the ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Date, (iv) bear interest at the market interest rate, as determined at the time such Incremental Facility becomes effective, (v) have such other pricing as may be agreed by the Borrower ~~proposes~~ and the Administrative Agent and (vi) otherwise be treated hereunder no more favorably than the Revolving Loans (or, after the Revolving/Tranche 1 Term Maturity Date, the Tranche 2 Term Loans); provided, that the ~~New Loan Commitments shall be effective, which shall be a date not less than 10 Business Days~~ terms and provisions applicable to the Incremental Facilities may provide for additional or different financial or other covenants applicable only during periods after the ~~date on which such notice is delivered to~~ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Date. At no time shall the ~~Administrative Agent; provided that any Lender offered or approached to provide all or a portion~~ sum of any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) ~~no Default or Event~~ the aggregate amount of ~~Default shall exist on~~ loans outstanding under the Incremental Facilities at such Increased Amount Date before or after giving effect to such New Loan Commitments and to the making of any Tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition consummated in connection therewith; time, (ii) the ~~Borrower~~ total Revolving Exposure at such time, (iii) the outstanding Tranche 1 Term Loans at such time and (iv) the outstanding Tranche 2 Term Loans at such time exceed the Borrowing Base Amount (or, if prior to the Borrowing Base Date, the Estimated Borrowing Base Amount) in effect at such time, and the proceeds of the Incremental Facilities shall be ~~in pro forma compliance with~~ used solely for the ~~financial covenants~~ purposes set forth in Section ~~7.1;~~ 5.10 and the preamble. Such notice shall set forth the requested amount and class of Incremental Facilities, and shall offer each Lender the opportunity to offer a commitment (~~iii~~the “Incremental Commitment”) ~~the proceeds of any New Loans shall be used for general corporate purposes~~ to provide a portion of the Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments Incremental Facility by giving written notice of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or such offered commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent ~~(except to the extent permitted by clauses (vi) and (vii) above~~ and the ~~last sentence~~ Borrower within a time period (the “Offer Period”) to be specified in the Borrower’s notice; provided, however, that no existing Lender will be obligated to subscribe for any portion of ~~this paragraph); (x)~~ such ~~New Loans or New Loan Commitments~~ commitments. In the event that, at the expiration of the Offer Period, Lenders shall ~~be effected pursuant to one or more Joinder Agreements executed and delivered~~ have provided commitments in an aggregate amount less than the total amount of the Incremental Facility initially requested by the Borrower, the ~~Administrative Agent and~~ Borrower may request that Incremental Facility commitments be made in a lesser amount equal to such commitments and/or shall have the right to arrange for one or more ~~New Lenders~~banks or other financial institutions (any such bank or other financial institution being called an “Additional Lender”) to extend commitments to provide a portion of the Incremental Facility in an aggregate amount equal to the unsubscribed amount of the initial request; provided that each Additional Lender shall be subject to the approval of the Administrative Agent (~~xi) the Borrower shall deliver or cause~~ such consent not to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured therebyunreasonably withheld); and ~~(xii) if~~ provided further that the ~~initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan~~ Additional Lenders shall be ~~calculated as~~ offered the ~~sum of~~ opportunity to provide the ~~Eurodollar Loan margin~~ Incremental Facility only on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating terms previously offered to the existing ~~Tranche B Term Loans~~ Lenders pursuant to the immediately preceding sentence. Commitments in respect of Incremental Facilities will become Commitments under this Agreement pursuant to an amendment to this Agreement (such an amendment, an “Incremental Facility Amendment”) executed by each of the Borrower and each Subsidiary Loan Party (and, prior to the Borrowing Base Date, Holdings and each of its subsidiaries), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be ~~adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable~~ subject to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding satisfaction on the date ~~on which such New Loans are made shall be designated as a separate tranche (a “Tranche”)~~ thereof of ~~Term Loans or Revolving Loans, as applicable, for all purposes~~ each of ~~this Agreement, except as~~ the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be conditions set forth in Section 4.02 of the ~~applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject~~ Original Agreement as in effect immediately prior to the ~~foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment~~First Restatement Effective Date. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 1 contract

Sources: Credit Agreement (Rite Aid Corp)

Incremental Loans. (a) ~~The~~ On or before the Maturity Date of each of the Term Loan Facility or the Revolving Credit Facility, as applicable, the Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term loan or revolving commitments (the “New Loan Commitments”~~) hereunder~~). The aggregate amount of any New Loan Commitments to be used for general corporate purposes, in together with any senior Indebtedness for general corporate purposes incurred pursuant to Section 7.03(s), shall not exceed an aggregate principal amount ~~for all~~ of $50,000,000; provided that, additional New Loan Commitments may be established solely to be used in connection with Permitted Acquisitions so long as after establishing such New Loan ~~Commitments not~~ Commitments, together with any senior Indebtedness incurred in ~~excess of $100,000,000~~connection with Permitted Acquisitions pursuant to Section 7.03(s), the Borrower would be in compliance with the provisions set forth in Sections 7.03(s)(i)-(v). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments 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 Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan Commitments shall become effective as of ~~such~~ the Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan ~~Commitments and to the making of any Tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition consummated in connection therewith~~Commitments; (ii) the Senior Secured Leverage Ratio after giving effect to such New Loan Commitments on a Pro Forma Basis shall not exceed 2.00:1.00 and the Borrower shall otherwise be in pro forma compliance with the ~~financial covenants set forth in Section 7.1~~Financial Covenants; (iii) the proceeds of any New Loans shall be used for general corporate purposes of the Borrower and its ~~Subsidiaries (including~~ Subsidiaries, Permitted ~~Acquisitions and Investments permitted under~~ Acquisitions, or to prepay any outstanding Term Loans pursuant to Section ~~7.7~~2.05(a); (iv) neither the New Loans nor the proceeds thereof shall be used to replace or refinance any unsecured Indebtedness (other than unsecured Indebtedness of a target that is prepaid in connection with a Permitted Acquisition); (v) the New Loans shall share ratably in the Collateral; (vvi) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vivii) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the ~~Tranche C Term~~ Maturity Date of the Term Loan Facility and the ~~weighted average life~~ Weighted Average Life to ~~maturity~~ Maturity shall be equal to or greater than ~~the weighted average life~~ Weighted Average Life to ~~maturity~~ Maturity of the ~~Tranche C~~ Term ~~Loans~~Loan Facility; (~~vii~~viii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Maturity Date of the Revolving ~~Termination Date and~~ Credit Facility, such New Revolving Loans shall not require any scheduled commitment reductions prior to the Maturity Date of the Revolving ~~Termination Date~~Credit Facility and the Weighted Average Life to Maturity shall be equal to or greater than Weighted Average Life to Maturity of the Revolving Credit Facility; (~~viii~~ix) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Credit Loans; (ixx) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility (A) will be as agreed between the Borrower and the New Lenders providing such New Loans and (B) shall not be more restrictive to the Borrower and its Subsidiaries than the terms of the applicable existing Facility unless the Lenders under the applicable existing Facility also receive the benefit of the more restrictive terms (without any consent being required), provided that (x) the conditions precedent to drawings of any New Loans shall be ~~reasonably satisfactory to~~ for the ~~Administrative Agent (except to~~ benefit of the ~~extent permitted by clauses (vi)~~ New Lenders only and (~~vii~~y) ~~above and~~ the ~~last sentence~~ terms of ~~this paragraph)~~the New Loans may include mandatory prepayment requirements for asset sales where the agreement to sell the assets is entered into within 120 days of the acquisition of such assets; (xxi) such New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xixii) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction, including any supplements or amendments to the ~~Security~~ Collateral Documents providing for such New Loans ~~to be~~ secured thereby; and (~~xii~~xiii) if the ~~initial “spread” (for purposes of this Section 2.25~~ yield applicable to the ~~“spread” with respect to any~~ New Loan shall not be ~~calculated as~~ more than 0.25% higher than the ~~sum of the Eurodollar Loan margin~~ corresponding yield on the ~~relevant~~ applicable existing Facility (calculated for both the New Loan ~~plus~~ and the applicable existing Facility inclusive of any original issue discount or and upfront ~~fees in lieu of original issue discount (other than any arranging~~ fees), ~~underwriting fees and commitment fees) (based on an assumed four-year average life for~~ unless the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect yield with respect to the ~~Tranche B Term Loans~~ applicable existing Facility is increased by ~~more than~~ an amount equal to the difference between the yield with respect to the New Loan and the corresponding yield on the applicable existing Facility, minus 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment ~~become~~ becomes effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments ~~of any Tranche~~ shall be, except as ~~otherwise~~ set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Credit Loans or Revolving Credit Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section ~~2.25~~2.16. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 1 contract

Sources: Credit Agreement (Aquilex Corp)

Incremental Loans. (a) ~~The~~ At any time after the Closing Date and before the Maturity Date, the Borrower ~~may~~ may, by written notice to the Administrative Agent elect to request the establishment of one or more new tranches of term ~~loan or revolving commitments~~ indebtedness (the “New ~~Loan Commitments~~Term Loans”~~) hereunder~~), ~~in an aggregate~~ by a principal amount ~~for all such New Loan Commitments~~ not in excess of ~~$100,000,000.~~ US$50,000,000 in the aggregate (less the amount of Indebtedness incurred and outstanding pursuant to Section 7.02(y)) and not less than US$5,000,000 individually (or (i) such lesser amount as shall constitute the difference between US$50,000,000 (less the amount of Indebtedness incurred and outstanding pursuant to Section 7.02(y)) and the aggregate amount of such New Term Loans obtained on or prior to such date or (ii) or such lesser amount as may be agreed to by the Administrative Agent acting reasonably), provided that on a Pro Forma Basis for the incurrence of such new term loan and any related use of the proceeds therefrom, the Consolidated Total Leverage Ratio does not exceed 2.50 to 1.00 for the most recent fiscal quarter for which financial statements are delivered pursuant to Section 6.01(a) or (b). (b) Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which ~~the~~ Borrower proposes that the New ~~Loan Commitments~~ Term Loans 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 Administrative ~~Agent;~~ Agent and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations, provided that ~~any~~ no Lender ~~offered or approached~~ will be required to provide ~~all or a portion of~~ any ~~New Loan Commitments may elect or decline, in its sole discretion, to provide~~ such New ~~Loan Commitments~~Term Loans. (bc) Such New ~~Loan Commitments~~ Term Loans shall become ~~effective~~ effective, as of such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New ~~Loan Commitments~~ Term Loans; (ii) both before and after giving effect to the making of any ~~Tranche~~ New Term Loans, each of ~~New Loans pursuant thereto~~ the conditions set forth in Section 4.01(a), (n) and ~~after giving effect to any Permitted Acquisition consummated in connection therewith~~(o) shall be satisfied; (iiiii) ~~the Borrower~~ Holdings and its Subsidiaries shall be in ~~pro forma compliance~~ compliance, on a Pro Forma Basis with each of the ~~financial~~ covenants set forth in Section ~~7.1; (iii) the proceeds of any New Loans shall be used for general corporate purposes~~ 7.07 as of the ~~Borrower and its Subsidiaries~~ last day of the most recently ended fiscal quarter after giving effect to such New Term Loans (~~including Permitted Acquisitions and Investments permitted under Section 7.7~~in addition to compliance of the Consolidated Total Leverage Ratio set forth above); (iv) the New Term Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent (except to the extent permitted by clauses (vi) and (vii) above and the last sentence of this paragraph); (x) such New Loans or New Loan Commitments shall be effected pursuant to one or more ~~Joinder Agreements~~ joinder agreements executed and delivered by ~~the~~ Borrower, the New Term Loan Lender and Administrative ~~Agent~~ Agent, and ~~one or more~~ each of which shall be recorded in the Register and each New ~~Lenders; (xi) the Borrower~~ Term Loan Lender shall ~~deliver or cause to~~ be ~~delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments~~ subject to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be requirements set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.Article III; and

Appears in 1 contract

Sources: Term Loan Credit Agreement (Postmedia Network Canada Corp.)

Incremental Loans. (ai) The ~~Borrower~~ Borrowers may by at any time or from time to time after the Agreement Date, upon not less than five (5) Business Days written notice to ~~the~~ each Administrative Agent ~~elect~~ (whereupon the applicable Administrative Agent shall promptly deliver a copy of such notice to each of the applicable Lenders), request ~~the establishment of~~ that one or more new ~~term loan or revolving commitments~~ tranche of Term Loans (the “~~New Loan Commitments~~Incremental Term Loans”) ~~hereunder~~or one or more new tranche of Revolving Loans be made available to the Borrowers (the “Incremental Revolving Loans”, together the “Incremental Loans”) in an aggregate ~~amount for all such New Loan Commitments~~ amount, together with any Funded Debt incurred pursuant to Section 8.1(r), not ~~in excess of~~ to exceed $~~100,000,000. Each such notice shall specify the date (each~~380,000,000, ~~an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall be effective~~provided that, ~~which shall be a date not less than 10 Business Days~~ immediately prior to, and after ~~the date on which such notice is delivered~~ giving effect to the Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan Commitments shall become effective as incurrence of such ~~Increased Amount Date; provided that~~ Incremental Loans and any transaction consummated in connection therewith, (iA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects, (B) no Default or Event of Default shall ~~exist on such Increased Amount Date before or after giving effect to such New Loan Commitments~~ have occurred and ~~to the making of any Tranche of New Loans pursuant thereto~~ be continuing and ~~after giving effect to any Permitted Acquisition consummated in connection therewith;~~ (iiC) the ~~Borrower~~ Senior Secured Leverage Ratio is no greater, calculated on a pro forma basis, than 4.50 to 1.00. Each incurrence of Incremental Loans shall be in ~~pro forma compliance~~ an aggregate principal amount that is not less than $5,000,000. Incremental Loans (w) shall rank pari passu in right of payment and of security with the ~~financial covenants set forth in Section 7.1;~~ initial Term Loans incurred on the Agreement Date (~~iii)~~ the proceeds of any New Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“~~New~~ Initial Term Loans”) ~~shall share ratably in any mandatory prepayments~~ and the existing Revolving Loan Commitments (though such Incremental Loans may be secured by less than all of the ~~existing Term Loans;~~ Collateral), (vix) ~~in the case of any New Term Loans, the maturity date thereof~~ shall not be mature earlier than the ~~Tranche C Term~~ Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Initial Term Loans ~~under the applicable Facility~~ or existing Revolving Loan Commitments, (y) shall be ~~reasonably satisfactory~~ treated substantially the same as the Initial Term Loans and the existing Revolving Loan Commitments, as applicable, (including, without limitation, with respect to ~~the Administrative Agent (except to the extent permitted by clauses (vi~~mandatory and voluntary prepayments) and (~~vii~~z) ~~above~~ shall have interest rates and amortization schedules as determined by the Borrowers and the ~~last sentence~~ lenders thereof; provided further that, as of ~~this paragraph);~~ the date of the incurrence of any Incremental Term Loan (~~x) such New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi~~1) the ~~Borrower~~ Weighted Average Life to Maturity of such Incremental Term Loan shall ~~deliver or cause to~~ not be ~~delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to~~ shorter than that of the ~~Security Documents providing for such New~~ Initial Term Loans ~~to be secured thereby;~~ and (~~xii~~2) if in the ~~initial “spread” (for purposes of this Section 2.25~~ event that the ~~“spread” with respect~~ All-In Yield applicable to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New such Incremental Term Loans exceeds the ~~spread then in effect with respect to~~ All-In Yield of the ~~Tranche B~~ Initial Term Loans by more than ~~0.25%~~50 basis points, the ~~Applicable Margin relating~~ interest rate margins for existing such Initial Term Loans to the ~~existing Tranche B Term Loans shall be adjusted~~ extent necessary so that the ~~spread relating~~ All-In Yield of such Loans is equal to ~~such New~~ the All-In Yield of the applicable Incremental Term Loans ~~does~~ minus 50 basis points. (ii) Each notice from the Borrowers pursuant to this Section 2.17 shall set forth the requested amount and proposed terms of the relevant Incremental Loans. Incremental Loans may be made by any applicable existing Lender (and each applicable existing Lender will have the right, but not ~~exceed the spread applicable~~ an obligation, on terms permitted in this Section 2.17 and otherwise on terms reasonably acceptable to the ~~existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans~~applicable Administrative Agent, ~~as applicable, outstanding on the date on which such New Loans are made shall be designated as~~ to make a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) portion of any ~~New~~ Incremental Loan ~~Commitments shall be determined~~ equal to the amount of Incremental Loans so requested by the ~~Borrower~~ Borrowers multiplied by such Lender’s Commitment Ratio) or by any other bank or other financial institution reasonably acceptable to the Borrowers and the applicable ~~New Lenders and~~ Administrative Agent (any such other bank or other financial institution being called an “Additional Lender”). Incremental Loans shall ~~be set forth in~~ become Loans under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the ~~applicable Joinder Agreement. (c) On any Increased Amount Date on which any New~~ other Loan ~~Commitment become effective~~Documents, ~~subject to~~ executed by the ~~foregoing terms and conditions~~Borrowers, each ~~lender with a New Loan Commitment (each, a “New Lender”) shall become a~~ Lender ~~hereunder with respect~~ agreeing to provide such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, ~~Revolving Loans or Revolving Commitments~~if any, ~~as applicable~~each Additional Lender, if any, and each Administrative Agent. ~~Each Joinder Agreement~~ The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of each Administrative Agent and the ~~Administrative Agent~~Borrowers, to effect the provisions of this Section ~~2.25~~2.17. The effectiveness of any Incremental Amendment and the borrowings of Incremental Loans under this Agreement (as amended by such Incremental Amendment) shall be subject to the satisfaction of such conditions as the parties thereto shall agree. The Borrowers will use the proceeds of any Incremental Loans for any purposes not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Loans unless it so agrees. (eiii) ~~For~~ This Section 2.17 shall supersede any provisions in Section 2.10 or Section 11.12 to the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loanscontrary.

Appears in 1 contract

Sources: Credit Agreement (Zayo Group LLC)

Incremental Loans. (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term ~~loan~~ loans or revolving commitments (but no more than two tranches at any time outstanding in the case of revolving commitments) (the “New Loan Commitments”) hereunder, in an aggregate amount for all such New Loan Commitments not in excess of (i) $~~100,000,000~~150,000,000 plus (ii) an additional $150,000,000 if the pro forma Consolidated Net Total Leverage Ratio is less than 2.75:1.00 as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments 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 Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments and to the making of any Tranche of New Loans pursuant thereto and after giving effect to any ~~Permitted Acquisition~~ transaction consummated in connection therewith; (ii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section ~~7.1~~7.1 as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1; (iii) the proceeds of any New Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the ~~Collateral~~Collateral and shall benefit ratably from the guarantees under the Guarantee and Collateral Agreement; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C B Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C B Term Loans; provided that up to $150.0 million of the New Term Loans may mature earlier than and have an average life to maturity shorter than that of the Tranche B Term Loans so long as such New Term Loans mature no earlier than, and will have a weighted average life to maturity no shorter than, that of the Tranche A Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments or utilizations of the existing Revolving Loans; (ix) subject to Section 2.24, commitment reductions shall apply ratably to the Revolving Commitments and any commitments in respect of New Revolving Loans; provided that the Borrower may reduce 100% of the commitments of any revolving facility on a non-pro rata basis with the commitments under any other revolving facility hereunder, (x) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent (except to the extent permitted by clauses (vi) and (vii) above and the last sentence of this paragraph); (xxi) such New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xixii) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (~~xii~~xiii) if the initial “spread” (for purposes of this Section ~~2.25~~ 2.25, the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than ~~0.25~~0.50%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than ~~0.25~~0.50%; provided that if the New Term Loans include an interest rate floor greater than the interest rate floor applicable to the Tranche B Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Tranche B Term Loans shall be required, to the extent an increase in the interest rate floor for the Tranche B Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Tranche B Term Loans shall be increased by such amount. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. Any New Revolving Loans and Replacement Revolving Commitments that have the same terms shall constitute a single Tranche hereunder, and for the avoidance of doubt the Borrower may refinance Refinanced Revolving Commitments with Replacement Revolving Commitments concurrently with the establishment of New Revolving Loans hereunder. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments ~~and the Tranche C Term Commitments~~ shall not constitute New Loan ~~Commitments,~~ Commitments and any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving ~~Loans and the Tranche C Term Loans shall not constitute New Loans or New Term~~ Loans.

Appears in 1 contract

Sources: Credit Agreement (Booz Allen Hamilton Holding Corp)

Incremental Loans. (a) ~~The~~ Borrower may ~~by written~~ from time to time, on not less than five (5) Business Days’ notice ~~to the Administrative Agent elect to~~ request the establishment of (x) one or more term loan commitments, which may be in the form of a new tranche of term loans or an increase in the amount of the Term Loans (such new term loan commitments or increase, the “New Term Loan Commitments”) or (y) one or more revolving ~~commitments~~ loan commitments, which shall be an increase in the amount of the Revolving Credit Commitments (such increased commitments, the “New Revolving Loan Commitments” and together with the New Term Loan Commitments, the “New Loan Commitments”~~) hereunder~~), provided, in ~~an aggregate amount for all~~ each case, that at the time of any such request and on the date the New Loan Commitments ~~not in excess of $100,000,000. Each such notice~~ shall ~~specify~~ be effective (the ~~date (each, an~~ “Increased Amount Date”) ~~on which~~ (and after giving effect thereto and the ~~Borrower proposes that~~ use of the ~~New Loan Commitments shall be effective~~proceeds thereof), which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) no Default or Event of Default exists and (ii) Borrower shall ~~exist~~ have a (A) Total Leverage Ratio (on ~~such Increased Amount~~ a pro forma basis as of the most recently completed calendar quarter for which financial statements have been prepared and finalized by Borrower) of less than the lesser of 3.00 to 1.00 and 0.25 to 1.00 less than the applicable covenant level and (B) Senior Secured Leverage Ratio (on a pro forma basis as of the most recently completed calendar quarter for which financial statements have been prepared and finalized by ▇▇▇▇▇▇▇▇) of less than 2.50 to 1.00. Each New Loan Commitment shall be in an aggregate principal amount of at least $10,000,000 and in integral multiples of at least $5,000,000 and the aggregate principal amount of all New Loan Commitments after the Fifth Amendment Effective Date ~~before~~ (and excluding for the avoidance of doubt the Term A Loan Commitments) shall not exceed $100,000,000.Each request for a New Loan Commitment shall set forth the requested amount and proposed terms of the relevant New Loan Commitment and the Lenders or ~~after giving effect~~ other Persons willing to provide such New Loan Commitments. New Loan Commitments ~~and~~ may be made by any existing Lender or if necessary to achieve the full amount of the requested New Loan Commitment, any other Person that qualifies as an Eligible Assignee (any such Person, an “New Lender”), provided that no Person shall be a New Lender without the consent of Administrative Agent (which consent shall not be unreasonably withheld). (c) The making of any ~~Tranche of~~ Loan under this Section 2.18 (a “New ~~Loans pursuant thereto~~ Term Loan” or a “New Revolving Loan”, as applicable, and ~~after giving effect~~ collectively, the “New Loans”) shall (i) be subject to ~~any Permitted Acquisition consummated in connection therewith; (ii) the Borrower shall be in pro forma compliance with the financial covenants~~ each condition set forth in Section 7.1; (iii) the proceeds of any New Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date 4.2 and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent (except to the extent permitted by clauses (vi) and (vii) above and the last sentence of this paragraph); (x) such New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the other conditions as Borrower, the applicable Lenders and Administrative Agent ~~and one or more New Lenders;~~ shall agree (~~xi) the Borrower shall deliver or cause to be delivered~~ including delivery of any ~~customary~~ legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction~~, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby~~); and (~~xii~~ii) ~~if the initial “spread” (for purposes of~~ be documented pursuant to a supplement or joinder to this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging feesAgreement executed by ▇▇▇▇▇▇▇▇, ~~underwriting fees~~ each applicable New Lender and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%Administrative Agent. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made Loan Commitments shall be designated in the applicable supplement or joinder either as a separate tranche (in the case of term loans) or an increase to the existing Term Loans or Revolving Credit Commitments, as applicable (in each case a “Tranche”~~) of Term Loans or Revolving Loans, as applicable~~), for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loans and New Loan Commitments ~~of any Tranche shall be~~shall, except as otherwise set forth herein or in the ~~relevant Joinder Agreement~~applicable supplement, be identical to those ~~of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as~~ applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 1 contract

Sources: Credit Agreement (Sterling Infrastructure, Inc.)

Incremental Loans. (a) ~~The Borrower may by written notice~~ Subject to the ~~Administrative Agent elect~~ terms and conditions and in reliance upon the representations and warranties set forth herein and in the Restated Credit Agreement, each Second Incremental Lender hereby agrees (severally and not jointly) to ~~request~~ make an Incremental Loan to the ~~establishment of one or more new term loan or revolving commitments (~~Borrower on the ~~“New Loan Commitments”) hereunder,~~ Restatement Effective Date in an aggregate principal amount ~~for all such New~~ equal to its Second Incremental Loan Commitments not in excess of $100,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments 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 Administrative AgentCommitment; provided that ~~any Lender offered~~ each Second Incremental Loan made on the Restatement Effective Date shall be funded net of original issue discount in an amount equal to 1.0% of the principal amount of such Second Incremental Loan. Amounts borrowed under this Section 3(a) and repaid or ~~approached to provide all or a portion of any New Loan Commitments~~ prepaid may ~~elect or decline, in its sole discretion, to provide such New Loan Commitments~~not be reborrowed. (b) ~~Such New Loan Commitments~~ Unless the context shall ~~become effective as of such Increased Amount Date; provided that (i) no Default or Event of Default~~ otherwise require, the Second Incremental Lenders shall ~~exist on such Increased Amount Date before or after giving effect to such New Loan Commitments~~ constitute “Lenders”, and to the making of any Tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition consummated in connection therewith; (ii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.1; (iii) the proceeds of any New Second Incremental Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (constitute additional “~~New Term~~ Loans”) shall share ratably in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent (except to the extent permitted by clauses (vi) and (vii) above and the last sentence of this paragraph); (x) such New Loans or New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees and not Other Loans), in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, each case for all purposes of ~~this Agreement, except as~~ the ~~relevant Joinder~~ Restated Credit Agreement ~~otherwise provides. For the avoidance of doubt, the rate of interest~~ and the ~~amortization schedule (if applicable) of any New~~ other Loan ~~Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement~~Documents. (c) ~~On any Increased Amount Date on which any New Loan Commitment become effective~~The proceeds of the Second Incremental Loans shall be used by the Borrower to pay fees and expenses incurred in connection with this Agreement, ~~subject~~ to ~~the foregoing terms~~ provide working capital for exploration and ~~conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment~~production operations and for general corporate purposes. (d) ~~The terms and provisions~~ Unless previously terminated, the Second Incremental Commitments shall terminate upon the earlier to occur of (i) the making of the Second Incremental Loans on the Restatement Effective Date and (ii) 5:00 p.m., New ~~Loan Commitments of any Tranche shall be~~York City time, ~~except as otherwise set forth in the relevant Joinder Agreement~~on March 30, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.252012. (e) ~~For~~ This Agreement shall constitute (i) the ~~avoidance~~ written notice required to be delivered by the Borrower with respect to the Second Incremental Loan Commitments pursuant to Section 2.08(a) of ~~doubt~~the Restated Credit Agreement and (ii) an Incremental Loan Assumption Agreement for purposes of Section 2.08(b) of the Restated Credit Agreement. (f) Upon the making of the Second Incremental Loans on the Restatement Effective Date, the ~~Additional Revolving Commitments~~ Administrative Agent will provide a copy of Annex I to the Restated Credit Agreement as in effect on such date to the Borrower and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loanseach Lender (including each Second Incremental Lender).

Appears in 1 contract

Sources: Amendment and Restatement and Incremental Loan Assumption Agreement (Atp Oil & Gas Corp)

Incremental Loans. ~~(a) The~~ Any Borrower may at any time or from time to time after the Restatement Effective Date, by ~~written~~ notice from the Company to the Administrative Agent ~~elect to~~ and the Lenders, request (a) one or more additional tranches of term loans or additional Loans of the same Class of Term Loans as an existing Class of Term Loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments (a “Revolving Commitment Increase”) and/ or the establishment of one or more new ~~term loan or~~ revolving commitments under a new revolving facility (~~the~~ an “~~New Loan~~ Additional Revolving Commitment” and, together with any Revolving Commitment Increases, “Incremental Revolving Commitments”~~) hereunder~~), in an aggregate amount for all such New Loan Commitments not in excess of $100,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments 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 Administrative Agent; provided ~~that any Lender offered or approached to provide all or a portion of any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments.~~that: ~~(b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that~~ (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no ~~Default or~~ Event of Default shall exist on and at the time that any such ~~Increased Amount Date before or~~ Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist; provided that to the extent the proceeds of any such Incremental Term Loan are to be used to finance an Acquisition permitted hereunder, then this clause (i) shall not be applicable so long as no Event of Default existed at the time the acquisition agreement relating to such Acquisition was entered into; (ii) immediately after giving effect to the borrowing of such ~~New Loan Commitments~~ Incremental Term Loans or the establishment of such Incremental Revolving Commitment IncreaseCommitments (and (x) assuming all Incremental Revolving Commitment IncreasesCommitments were fully drawn and (y) excluding the cash proceeds of the Incremental Term Loans and/or Incremental Revolving Commitment IncreasesCommitments from cash for purposes of calculating the Secured Debt Ratio), the Secured Debt Ratio would not exceed 4.50 to ~~the making~~ 1.00; (iii) each tranche of ~~any Tranche of New~~ Incremental Term Loans ~~pursuant thereto and after giving effect to any Permitted Acquisition consummated in connection therewith; (ii) the Borrower~~ and, each Revolving Commitment Increase or Additional Revolving Commitment shall be in ~~pro forma compliance with the financial covenants set forth in Section 7.1; (iii) the proceeds of any New Loans~~ an aggregate principal amount that is not less than $25,000,000 and shall be ~~used for general corporate purposes~~ in an increment of ~~the Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7);~~ $1,000,000; (iv) ~~the New Loans shall share ratably in the Collateral;~~ [Reserved]; (v) any Incremental Term Loans (1) shall not mature earlier than the ~~New~~ Term B Loan Maturity Date or, solely with respect to any Incremental Term Loans that the Administrative Agent determines are ~~term loans~~ being syndicated primarily to regulated banks in the primary syndication thereof, shall not mature earlier than the Revolving Credit Termination Date, (~~“New Term Loans”~~2) shall ~~share ratably~~ not have scheduled amortization prior to the Term B Loan Maturity Date in ~~any mandatory prepayments~~ excess of 1% per annum of the ~~existing~~ original principal amount or, solely with respect to any Incremental Term Loans that the Administrative Agent determines are being syndicated primarily to regulated banks in the primary syndication, shall not have scheduled amortization prior to final maturity in excess of 10% per annum of the original principal amount thereof, and (3) shall have the interest rates, upfront fees and OID for any Series of Incremental Term Loans as agreed between the applicable Borrower and the Incremental Lenders providing the applicable Series of Incremental Term Loans; provided that, with respect to any Incremental Term Loans established within twelve months of the Restatement Effective Date, if the Effective Yield of such Incremental Term Loans exceeds the Effective Yield on the Term B Loans by more than 50 basis points, the Applicable Rates for the Term B Loans shall automatically be increased on the date such Incremental Term Loans are established to the extent necessary to cause the Effective Yield of the Term B Loans to be 50 basis points less than the Effective Yield of such Incremental Term Loans; (vi) in no event shall the ~~case~~ Incremental Term Loans of any ~~New Term Loans, the maturity date thereof shall not~~ Series be ~~earlier than the Tranche C Term Maturity Date and the weighted average life~~ entitled to ~~maturity shall be equal to or~~ participate on a greater than pro rata basis with the ~~weighted average life~~ Term B Loans then outstanding in any mandatory prepayment pursuant to ~~maturity of the Tranche C Term Loans~~this Agreement; and (vii) the Incremental Term Loans shall rank pari passu in right of payment and Collateral with the ~~case~~ other Loans and shall have the same guarantees and Collateral as the other Loans and except to the extent contemplated above or as set forth in this Agreement, all other terms of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Incremental Term Loans shall ~~not require any scheduled commitment reductions prior to~~ either be substantially the ~~Revolving Termination Date; (viii)~~ same as the ~~New Revolving Loans shall share ratably in any mandatory prepayments~~ terms of the ~~existing Revolving Loans;~~ Term B Loans (ixincluding mandatory prepayment requirements) ~~all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility~~ or shall be reasonably satisfactory to the Administrative ~~Agent~~ Agent.; and (viii) any Additional Revolving Commitment (A) shall have the interest rates, upfront fees and amortization schedules as agreed between the applicable Borrower and the Incremental Lenders providing the applicable Additional Revolving Commitment (but shall not require scheduled amortization or mandatory commitment reductions prior to the scheduled maturity date of any existing Revolving Credit Commitments), (B) shall mature no earlier than the Scheduled Revolving Credit Termination Date, (C) shall rank pari passu in right of payment and Collateral with the other Revolving Credit Loans, shall have the same guarantees and Collateral as the other Revolving Credit Loans and, except to the extent ~~permitted by clauses (vi) and (vii) above and~~ contemplated above, have the ~~last sentence of this paragraph); (x)~~ same terms as the Revolving Credit Commitments or such ~~New Loans or New Loan Commitments shall be effected pursuant~~ terms as are reasonably satisfactory to ~~one or more Joinder Agreements executed and delivered by the Borrower,~~ the Administrative Agent ~~and one or more New Lenders;~~ (~~xi)~~ it being understood that no consent shall be required from the ~~Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by~~ Administrative Agent ~~in connection with~~ or any ~~such transaction, including any supplements or amendments to~~ Lender for terms and conditions that are more restrictive than the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread terms applicable to the ~~existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount~~ Revolving Credit Commitments to the extent that they apply to periods after the Revolving Credit Termination Date ~~that have terms and provisions that differ from those~~ or are otherwise added for the benefit of the ~~Term Loans or~~ Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Credit Lenders ~~and shall be set forth in the applicable Joinder Agreement~~hereunder). (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 1 contract

Sources: Credit Agreement (Lamar Media Corp/De)

Incremental Loans. ~~(a) The~~ At any time after the Restatement Effective Date prior to the Maturity Date, the Borrower ~~may~~ may, by ~~written~~ notice to the Administrative Agent ~~elect~~ (which shall promptly deliver a copy to each of the Lenders), request the ~~establishment~~ addition to this Agreement of ~~one~~ a new tranche of term loans, or ~~more new term loan~~ an incremental revolving credit facility or ~~revolving commitments~~ any combination thereof (the ~~“New Loan Commitments”~~"Incremental Facilities"); provided, however, that both (x) ~~hereunder~~at the time of any such request and (y) upon the effectiveness of any such Incremental Facility, no Default shall exist and the Borrower shall, if a Financial Covenant Effectiveness Period is then occurring, be in compliance with Sections 6.13 and 6.14 (calculated, in the case of clause (y), on a pro forma basis to give effect to any borrowing under the Incremental Facility and any substantially simultaneous repayments of Revolving Loans). The Incremental Facilities shall (i) be in an aggregate principal amount ~~for all such New Loan Commitments~~ not in excess of $~~100,000,000. Each such notice shall specify the date (each~~700,000,000, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments 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 Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan Commitments and to the making of any Tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition consummated in connection therewith; (ii) rank pari passu in right of payment and of security with the other Loans, (iii) if such Incremental Facility is a term loan facility, amortize in a manner acceptable to the Agents, and in any event have an average weighted life equal to or longer than the Term Loans and mature no earlier than the Maturity Date, (iv) bear interest at the market interest rate, as determined at the time such Incremental Facility becomes effective, (v) have such other pricing as may be agreed by the Borrower and the Administrative Agent and (vi) otherwise be treated hereunder no more favorably than the Term Loans, in the case of an Incremental Facility involving term loans, or the Revolving Loans, in the case of an Incremental Facility involving revolving loans; provided, that the terms and provisions applicable to the Incremental Facilities may provide for additional or different financial or other covenants applicable only during periods after the Maturity Date. The proceeds of the Incremental Facilities shall be ~~in pro forma compliance with~~ used solely for the ~~financial covenants~~ purposes set forth in Section ~~7.1;~~ 5.10. Such notice shall set forth the requested amount and class of Incremental Facilities, and shall offer each Lender the opportunity to offer a commitment (~~iii~~the "Incremental Commitment") ~~the proceeds of any New Loans shall be used for general corporate purposes~~ to provide a portion of the Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments Incremental Facility by giving written notice of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or such offered commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent ~~(except to the extent permitted by clauses (vi) and (vii) above~~ and the ~~last sentence~~ Borrower within a time period (the "Offer Period") to be specified in the Borrower's notice; provided, however, that no existing Lender will be obligated to subscribe for any portion of ~~this paragraph); (x)~~ such ~~New Loans or New Loan Commitments~~ commitments. In the event that, at the expiration of the Offer Period, Lenders shall ~~be effected pursuant to one or more Joinder Agreements executed and delivered~~ have provided commitments in an aggregate amount less than the total amount of the Incremental Facility initially requested by the Borrower, the ~~Administrative Agent and~~ Borrower may request that Incremental Facility commitments be made in a lesser amount equal to such commitments and/or shall have the right to arrange for one or more ~~New Lenders~~banks or other financial institutions (any such bank or other financial institution being called an "Additional Lender") to extend commitments to provide a portion of the Incremental Facility in an aggregate amount equal to the unsubscribed amount of the initial request; provided that each Additional Lender shall be subject to the approval of the Administrative Agent (~~xi) the Borrower shall deliver or cause~~ such consent not to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured therebyunreasonably withheld); and ~~(xii) if~~ provided further that the ~~initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan~~ Additional Lenders shall be ~~calculated as~~ offered the ~~sum of~~ opportunity to provide the ~~Eurodollar Loan margin~~ Incremental Facility only on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating terms previously offered to the existing ~~Tranche B Term Loans~~ Lenders pursuant to the immediately preceding sentence. Commitments in respect of Incremental Facilities will become Commitments under this Agreement pursuant to an amendment to this Agreement (such an amendment, an "Incremental Facility Amendment") executed by each of the Borrower and each Subsidiary Loan Party, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be ~~adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable~~ subject to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding satisfaction on the date ~~on which such New Loans are made shall be designated as a separate tranche (a “Tranche”)~~ thereof of ~~Term Loans or Revolving Loans, as applicable, for all purposes~~ each of ~~this Agreement, except as~~ the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be conditions set forth in ~~the applicable Joinder Agreement~~Section 4.02. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 1 contract

Sources: Credit Agreement (Rite Aid Corp)

Incremental Loans. ~~(a) The~~ At any time after the Second Restatement Effective Date prior to the Tranche 2 Term Maturity Date, the Borrower ~~may~~ may, by ~~written~~ notice to the ~~Administrative Agent elect~~ Admi▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇ shall promptly deliver a copy to each of the Lenders), request the ~~establishment~~ addition to this Agreement of ~~one~~ a new tranche of term loans, or ~~more new term loan~~ an incremental revolving credit facility or ~~revolving commitments~~ any combination thereof (the ~~“New Loan Commitments”~~"Incremental Facilities"); provided, however, that both (x) ~~hereunder~~at the time of any such request and (y) upon the effectiveness of any such Incremental Facility, no Default shall exist and the Borrower shall, if a Financial Covenant Effectiveness Period is then occurring, be in compliance with Section 6.12 (calculated, in the case of clause (y), on a pro forma basis to give effect to any borrowing under the Incremental Facility and any substantially simultaneous repayments of Revolving Loans). The Incremental Facilities shall (i) be in an aggregate principal amount ~~for all such New Loan Commitments~~ not in excess of $~~100,000,000. Each~~ 350,000,000, (ii) rank pari passu in right of payment and of security with the other Loans, (iii) if such ~~notice shall specify the date~~ Incremental Facility is a term loan facility, amortize in a manner, and be subject to mandatory prepayments (~~each, an “Increased Amount Date”~~if any) on ~~which~~ terms, acceptable to the Agents, and mature no earlier than the Tranche 2 Term Maturity Date, (iv) bear interest at the market intere▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ at the time such Incremental Facility becomes effective, (v) have such other pricing as may be agreed by the Borrower ~~proposes~~ and the Administrative Agent and (vi) otherwise be treated hereunder no more favorably than the Revolving Loans (or, after the Revolving/Tranche 1 Term Maturity Date, the Tranche 2 Term Loans); provided, that the ~~New Loan Commitments shall be effective, which shall be a date not less than 10 Business Days~~ terms and provisions applicable to the Incremental Facilities may provide for additional or different financial or other covenants applicable only during periods after the ~~date on which such notice is delivered to~~ Tranche 2 Term Maturity Date. At no time shall the ~~Administrative Agent; provided that any Lender offered or approached to provide all or a portion~~ sum of any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan Commitments. (b) Such New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) ~~no Default or Event of Default shall exist on~~ the agg▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ outstanding under the Incremental Facilities at such Increased Amount Date before or after giving effect to such New Loan Commitments and to the making of any Tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition consummated in connection therewith; time, (ii) the ~~Borrower~~ total Revolving Exposure at such time, (iii) the outstanding Tranche 1 Term Loans at such time and (iv) the outstanding Tranche 2 Term Loans at such time exceed the Borrowing Base Amount (or, if prior to the Borrowing Base Date, the Estimated Borrowing Base Amount) in effect at such time, and the proceeds of the Incremental Facilities shall be ~~in pro forma compliance with~~ used solely for the ~~financial covenants~~ purposes set forth in Section ~~7.1;~~ 5.10. Such notice shall set forth the requested amount and class of Incremental Facilities, and shall offer each Lender the opportunity to offer a commitment (~~iii~~the "Incremental Commitment") ~~the proceeds of any New Loans shall be used for general corporate purposes~~ to provide a portion of the Borrower and its Subsidiaries (including Permitted Acquisitions and Investments permitted under Section 7.7); (iv) the New Loans shall share ratably in the Collateral; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably in any mandatory prepayments Incremental Facility by giving written notice of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the Tranche C Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Tranche C Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or such offered commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent ~~(except to the extent permitted by clauses (vi) and (vii) above~~ and the ~~last sentence~~ Borrower within a time period (the "Offer Period") to be specified in the Borrower's notice; provided, however, that no existing Lender will be obligated to subscribe for any portion of ~~this paragraph); (x)~~ such ~~New Loans or New Loan Commitments~~ commitments. In the event that, at the expiration of the Offer Period, Lenders shall ~~be effected pursuant to one or more Joinder Agreements executed and delivered~~ have provided commitments in an aggregate amount less than the total amount of the Incremental Facility initially requested by the Borrower, the ~~Administrative Agent and~~ Borrower may request that Incremental Facility commitments be made in a lesser amount equal to such commitments and/or shall have the right to arrange for one or more ~~New Lenders~~banks or other financial institutions (any such bank or other financial institution being called an "Additional Lender") to extend commitments to provide a portion of the Incremental Facility in an aggregate amount equal to the unsubscribed amount of the initial request; provided that each Additional Lender shall be subject to the approval of the Administrative Agent (~~xi) the Borrower shall deliver or cause~~ such consent not to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured therebyunreasonably withheld); and ~~(xii) if~~ provided further that the ~~initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan~~ Additional Lenders shall be ~~calculated as~~ offered the ~~sum of~~ opportunity to provide the ~~Eurodollar Loan margin~~ Incremental Facility only on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating terms previously offered to the existing ~~Tranche B Term Loans~~ Lenders pursuant to the immediately preceding sentence. Commitments in respect of Incremental Facilities will become Commitments under this Agreement pursuant to an amendment to this Agreement (such an amendment, an "Incremental Facility Amendment") executed by each of the Borrower and each Subsidiary Loan Party (and, prior to the Borrowing Base Date, Holdings and each of its subsidiaries), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be ~~adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable~~ subject to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding satisfaction on the date ~~on which such New Loans are made shall be designated as a separate tranche (a “Tranche”)~~ thereof of ~~Term Loans or Revolving Loans, as applicable, for all purposes~~ each of ~~this Agreement, except as~~ the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be conditions set forth in Section 4.02 of the ~~applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject~~ Original Agreement as in effect immediately prior to the ~~foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment~~First Restatement Effective Date. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.

Appears in 1 contract

Sources: Credit Agreement (Rite Aid Corp)

Incremental Loans. (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term loan or revolving commitments (the “New ~~Loan~~ Term Commitments”) hereunder, in an aggregate amount for all such New ~~Loan~~ Term Commitments not in excess of ~~$100,000,000~~the Maximum Incremental Facilities Amount. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New ~~Loan~~ Term Commitments shall be effective, which date shall be ~~a date not less than 10 Business Days after the date on which such notice is delivered~~ reasonably acceptable to the Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New ~~Loan~~ Term Commitments may elect or decline, in its sole discretion, to provide such New ~~Loan~~ Term Commitments~~. (b)~~ . Such New ~~Loan~~ Term Commitments shall become effective as of such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New ~~Loan~~ Term Commitments and to the making of any Tranche of New Loans pursuant thereto and after giving effect to any Permitted Acquisition or similar Investment consummated in connection ~~therewith~~therewith (provided, however, that, if the proceeds of any New Loans shall be used for a Permitted Acquisition, the Lenders providing such New Loans may waive any such Default or Event of Default existing on the applicable Increased Amount Date); (ii~~) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.1; (iii~~) the proceeds of any New Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (~~including~~ including, without limitation, Permitted Acquisitions and Investments permitted under Section ~~7.7~~7.7 and prepayments or refinancing of Permitted Other Indebtedness and Second Lien Indebtedness); (iviii) the New Loans shall share ratably in the Collateral; (iv) no Lender shall be obligated to provide any portion of any New Term Commitment; (v) the New Loans that are term loans (“New Term Loans”) shall share ratably or less in any mandatory prepayments of the existing Term Loans; (vi) in the case of any New Term Loans, the maturity date thereof shall not be earlier than the ~~Tranche C~~ First Lien Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of ~~the Tranche C~~ First Lien Term Loans; (vii) in the case of any New Loans that are revolving loans or commitments (“New Revolving Loans”) the maturity date or commitment termination date thereof shall not be earlier than the Revolving Termination Date and such New Revolving Loans shall not require any scheduled commitment reductions prior to the Revolving Termination Date; (viii) the New Revolving Loans shall share ratably or less in any mandatory prepayments of the existing Revolving Loans; (ix) all terms and documentation with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably satisfactory to the Administrative Agent (except to the extent permitted by clauses (vi) and (~~vii~~ix) above and the last sentence of this paragraph); (x) such New Loans or New ~~Loan~~ Term Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Lenders; (xi) with respect to any Mortgages that exist at the time of such New Loans, modifications to such Mortgages may be recorded and the Borrower shall deliver or cause to be delivered any title endorsements reasonably requested by Administrative Agent; (xii) the Borrower shall deliver or cause to be delivered any customary legal opinions, including legal opinions from local counsel with respect to any mortgage modifications, or other documents reasonably requested by Administrative Agent in connection with any such transaction, including any supplements or amendments to the Security Documents providing for such New Loans to be secured thereby; and (xii) if the initial “spread” (for purposes of this Section 2.25 the “spread” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the New Term Loans exceeds the spread then in effect with respect to the Tranche B Term Loans by more than 0.25%, the Applicable Margin relating to the existing Tranche B Term Loans shall be adjusted so that the spread relating to such New Term Loans does not exceed the spread applicable to the existing Tranche B Term Loans by more than 0.25%. Any New Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans or Revolving Loans, as applicable, outstanding on the date on which such New Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans or Revolving Loans, as applicable, for all purposes of this Agreement, except as the relevant Joinder Agreement otherwise provides. For the avoidance of doubt, the rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. (c) On any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such New Loan Commitment. (d) The terms and provisions of the New Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Loans and for purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.25. (e) For the avoidance of doubt, the Additional Revolving Commitments and the Tranche C Term Commitments shall not constitute New Loan Commitments, any Revolving Loans made in respect of the Additional Revolving Commitments shall not constitute New Loans or New Revolving Loans and the Tranche C Term Loans shall not constitute New Loans or New Term Loans.;

Appears in 1 contract

Sources: First Lien Credit Agreement (Engility Holdings, Inc.)

Common use of Incremental Loans Clause in Contracts