Incremental Term Loans. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time prior to the earlier of (A) the Maturity Date and (B) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (an “Incremental Term Loan”) by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan therein.

Appears in 3 contracts

Samples: Credit Agreement (Osi Systems Inc), Credit Agreement (Osi Systems Inc), Credit Agreement (Osi Systems Inc)

Incremental Term Loans. ~~Subject~~ (a) The Issuer may, by written notice to the Purchasers and Agent from time to time, request Incremental Term Loan Commitments, in an aggregate amount not to exceed the Incremental Term Loan Amount, from one or more Incremental Term Loan Purchasers, each of which must be (i) an existing Purchaser, (ii) any Affiliate or Approved Fund of any existing Purchaser or (iii) any other Person that is not a Restricted Purchaser and is otherwise acceptable to the Required Purchasers (which acceptance shall not be unreasonably withheld or delayed) and the Issuer. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are commitments to purchase notes issued by the Issuer evidencing term loan debt with terms identical to the terms of the existing Term Loans or commitments to purchase notes issued by the Issuer evidencing term loan debt with a different maturity date than the then existing Term Loans or with pricing terms different from the pricing terms of the then existing Term Loans (the term loans with such different pricing terms are referred to herein as the “Other Term Loans” and ~~conditions~~ the related Incremental Term Loan Commitments as the “Other Term Loan Commitments”). The Issuer will first seek Incremental Term Loan Commitments from existing Purchasers (each of which shall be entitled to agree or decline to participate in its sole discretion) and, if additional commitments are needed, from additional banks, financial institutions and other institutional lenders who will become Incremental Term Loan Purchasers in connection therewith. The Issuer and each Incremental Term Loan Purchaser shall execute and deliver (and provide a copy of the same to each Purchaser and Agent) an Incremental Term Loan Assumption Agreement and such other documentation as the Required Purchasers shall reasonably specify to evidence the Incremental Term Loan Commitment of each Incremental Term Loan Purchaser. The terms and provisions of the Incremental Term Loans shall be identical to those of the then existing Term Loans, except as otherwise set forth herein, . If the ~~Borrower shall have~~ initial pricing terms on the ~~right, at any time and from time~~ requested Other Term Loans (as determined by the Purchasers to ~~time prior~~ be equal to the ~~earlier~~ sum of (x) the margin above LIBOR on the requested Other Term Loans (inclusive of any interest rate floors), (y) any OID with respect to the requested Other Term Loans and (z) any upfront fees, but excluding arrangement, structuring and underwriting fees or similar fees not paid to the Purchasers generally that are paid or payable to MPEH, MLKK or their Affiliates or any other arranger, divided by the lesser of (A) the ~~Maturity Date~~ average life to maturity of such Other Term Loans and (B) four) exceeds the ~~time~~ pricing terms of any of the ~~Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the~~ then existing Term Loans (~~an “Incremental~~ as determined by the Purchasers with respect to each such existing Term ~~Loan”) by an aggregate amount of up~~ Loan to ~~$5,250,000. The following terms and conditions shall apply~~ be equal to the ~~Incremental Term Loan:~~ sum of (ix) the ~~Incremental~~ Applicable Margin for such existing Term Loans that are LIBOR Rate Loans (inclusive of any interest rate floors), (y) any OID with respect to such existing Term Loan ~~shall constitute Credit Party Obligations~~ and ~~will be secured~~ (z) any upfront fees, but excluding arrangement, structuring and ~~guaranteed with~~ underwriting fees or similar fees not paid to the Purchasers generally that are paid or payable to MPEH, MLKK or their Affiliates or any other ~~Credit Party Obligations on a pari passu basis~~arranger, divided by the lesser of (iiA) the ~~Incremental Term Loan shall be entitled~~ average life to ~~the same voting rights as the~~ maturity of such existing Term Loans and (B) four) by more than 50 basis points, then the pricing terms then in effect for each such existing Term Loan shall automatically be increased to the extent necessary such that the pricing terms (inclusive of any OID) of each such existing Term Loans is equal to the pricing terms of the requested Other Term Loans minus 50 basis points, effective upon the purchase of notes issued by the Issuer evidencing the requested Other Term Loans; provided that, to the extent the pricing terms on the requested Other Term Loans is greater than the pricing terms with respect to such existing Term Loans solely as a result of a higher interest rate floor, then the interest rate margin increase shall be ~~entitled to receive proceeds of prepayments~~ effectuated solely by increasing the interest rate floor on the ~~same basis as the~~ applicable existing Term Loans, ~~(iii)~~ as applicable. The final maturity date of any Incremental Term Loans that are a separate tranche shall be no earlier than the maturity date of the Initial Term Loans and the Weighted Average Life to Maturity of any such Incremental Term ~~Loan~~ Loans shall not be ~~obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required~~ shorter than the remaining Weighted Average Life to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion Maturity of the ~~Incremental~~ Initial Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan thereinLoans.

Appears in 2 contracts

Samples: Second Lien Note Purchase Agreement (Spinal Elements Holdings, Inc.), Second Lien Note Purchase Agreement (Spinal Elements Holdings, Inc.)

Incremental Term Loans. ~~Subject~~ The Borrower may on no more than two occasions during the period beginning on the Effective Date to and including the date that is six months prior to the Maturity Date, provided that no Qualified Acquisition Period is then in existence, enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $25,000,000 so long as, after giving effect thereto, the aggregate amount of all such Incremental Term Loans does not exceed $250,000,000. The Borrower may arrange for any such tranche to be provided by one or more Lenders or new banks, financial institutions or other entities (each, an “Incremental Term Loan Lender”); provided that (i) each Incremental Term Loan Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”) and (ii) no Lender shall be required to participate in any tranche of Incremental Term Loans. No consent of any Lender (other than the Lenders participating in any Incremental Term Loan) shall be required for any Incremental Term Loan pursuant to this Section 2.20. Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the Incremental Term Loan Lenders and the Administrative Agent shall notify each Lender thereof. Upon the effectiveness of any Accession Agreement to which any Incremental Term Loan Lender is a party, such Incremental Term Loan Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Term Loan Lender hereunder and subject to all obligations of a Term Loan Lender hereunder. Notwithstanding the foregoing, no tranche of Incremental Term Loans shall become effective under this Section unless, (i) on the proposed date of the effectiveness of such Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) the Borrower shall be in compliance on a pro forma basis (giving effect to the use of proceeds of such Incremental Term Loan) with the covenants contained in Section 6.12 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrow such Incremental Term Loans. On the effective date of any Incremental Term Loans being made, subject to the terms and conditions set forth herein, each Incremental Term Loan Lender shall make a loan to the Borrower in an amount equal to its pro rata portion of the tranche of such Incremental Term Loans and such loan shall ~~have the right, at any time and from time to time prior to the earlier of (A) the Maturity Date and (B) the time the~~ constitute an Incremental Term Loan ~~is repaid in full, to incur additional Indebtedness under this Credit Agreement in~~ for purposes hereof. The Incremental Term Loans shall be Term Loans for all purposes hereunder and the ~~form~~ terms of ~~an increase~~ the Incremental Term Loans shall be identical to the Term Loans ~~(an “Incremental Term Loan”) by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply to~~ advanced on the Effective Date; provided that the Incremental Term ~~Loan: (i) the Incremental Term Loan~~ Loans shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights amortize as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan therein2.09.

Appears in 2 contracts

Samples: Credit Agreement (Service Corp International), Credit Agreement (Service Corp International)

Incremental Term Loans. ~~Subject to the terms and conditions set forth herein~~(a) Parent may, the Borrower shall have the right, at any time and from time to time prior to the earlier of (A) the Maturity Date and (B) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (an “Incremental Term Loan”) by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable written notice to the Administrative Agent, request the establishment of Incremental Term Commitments, provided that the aggregate amount of Incremental Term Commitments established on any date shall not exceed the Incremental Amount on such date. Each such notice shall set forth (ixi) the amount of the requested Incremental Term Commitments (which, subject to the foregoing proviso, shall be at least US$50,000,000 unless otherwise agreed by the Administrative Agent) and (ii) the date on which such Incremental Term Commitments are requested to be effective (which shall be a Business Day not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) or more than 30 days after the date of such notice). Any Lender approached to provide any Incremental Term Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Commitment, and any Person that Parent proposes to become an Incremental Term Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent ~~shall have received from~~ (such approval not to be unreasonably withheld or delayed); provided that no Person may provide any Incremental Term Commitment to the ~~Borrower updated financial projections~~ extent that, on the date of effectiveness thereof or the making of any Incremental Term Loans thereunder, such Person and ~~an officer’s certificate~~its Affiliates, taken in the aggregate, would hold more than 25% of the sum of the total outstanding Revolving Credit Exposure, total unused Revolving Commitments, aggregate outstanding principal amount of Incremental Term Loans and total unused Incremental Term Commitments, in each ~~case in form and substance reasonably satisfactory to the Administrative Agent~~case, ~~demonstrating that,~~ determined on such date immediately after giving effect to ~~any such Incremental Term Loan on a Pro Forma Basis,~~ the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion effectiveness of such Incremental Term ~~Loan not taken by existing Lenders~~Commitments (and, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lendersif applicable, any ~~amendment to this Credit Agreement~~ Commitment Increase or ~~any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan therein~~Commitment Decrease made on such date).

Appears in 2 contracts

Samples: Credit Agreement (TripAdvisor, Inc.), Credit Agreement (TripAdvisor, Inc.)

Incremental Term Loans. ~~Subject~~ (a) Company may by written notice to ~~the terms and conditions set forth herein, the Borrower shall have the right,~~ Administrative Agent at any time ~~and from time~~ following the Closing Date, elect to ~~time prior to~~ request the ~~earlier~~ establishment of one or more new term loan commitments (A) the ~~Maturity Date and (B) the time the~~ “New Term Loan Commitments”), by an amount not in excess of $15,000,000 in the aggregate. After such notice, Company may retain a syndication agent (the “Syndication Agent”) reasonably satisfactory to Requisite Lenders, for the purposes of arranging and syndicating the New Term Loan Commitments. Company shall notify the Syndication Agent of the date (each, an “Increased Amount Date”) on which Company 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 ~~repaid~~ delivered to Syndication Agent. Syndication Agent shall use its reasonable efforts to deliver to Company as soon as practicable a notice containing the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom Syndication Agent proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided, that Syndication Agent shall invite each Lender to participate in ~~full~~some portion of such New Term Loan Commitments, and that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to ~~incur additional Indebtedness under this Credit Agreement in the form~~ provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of ~~an increase to the Term Loans (an “Incremental Term Loan”) by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan:~~ such Increased Amount Date; provided, that (i) ~~the Incremental~~ no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan ~~shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis~~Commitments, as applicable; (ii) the ~~Incremental~~ New Term Loan Commitments shall be ~~entitled~~ effected pursuant to one or more Joinder Agreements executed and delivered by Company, Syndication Agent, Administrative Agent and the ~~same voting rights as~~ New Term Loan Lenders, and each of which shall be recorded in the ~~existing Term Loans~~ Register and shall be ~~entitled~~ subject to ~~receive proceeds of prepayments on~~ the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes requirements set forth in Section ~~3.11,~~ 2.20(c); (viiii) ~~the Borrower shall execute a~~ all such New Term ~~Note in favor of any new Lender or any existing Lender requesting a~~ Loan Commitments and/or New Term ~~Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2~~ Loans shall have been ~~satisfied,~~ designated as “Third Lien Obligations” pursuant to and as defined in the Term Loan Intercreditor Agreement; and (~~viii~~iv) ~~the Administrative Agent~~ Company shall ~~have received an opinion~~ deliver or cause to be delivered any legal opinions ~~(including, if~~ or other documents reasonably requested by ~~the~~ Administrative ~~Agent~~Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, ~~local counsel opinions~~a separate series (a “Series”) of ~~counsel~~ New Term Loans for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join all purposes of this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan thereinAgreement.

Appears in 2 contracts

Samples: Counterpart Agreement (Reliant Pharmaceuticals, Inc.), Loan and Guaranty Agreement (Reliant Pharmaceuticals, Inc.)

Incremental Term Loans. (a) Subject to the terms and conditions set forth herein, the Borrower ~~shall have the right~~may, ~~at any time and~~ from time to time ~~prior~~ after the earlier to occur of (x) the termination of all DDTL Commitments and (y) the DDTL Commitment Expiration Date, by written notice to the ~~earlier~~ Administrative Agent (each, an “Incremental Facility Request”), request to add one or more additional tranches of incremental term loan facilities and/or increase the principal amount of the Loans of any existing Class (~~A) the Maturity Date and (B) the time the~~ each, an “Incremental Term Loan ~~is repaid in full~~Commitment” and the term loans thereunder, ~~to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (~~an “Incremental Term Loan”~~) by~~ ; each Incremental Term Loan Commitment is sometimes referred to herein individually as an ~~aggregate amount of up to $5,250,000. The following terms~~ “Incremental Facility” and ~~conditions~~ collectively as the “Incremental Facilities”); provided, that the Aggregate Incremental Amount shall ~~apply to~~ not exceed the Incremental Cap. Any Incremental Term ~~Loan:~~ Loan Commitment may be provided by, subject to Section 2.08(c)(v), (A) any existing Lender or any Affiliate of any Lender and/or (B) any other Person other than any natural person, any Loan Party or to any Affiliate of any Loan Party, or any Person that is a Disqualified Institution (any such Person that provides an Incremental Term Loan Commitment in accordance with this Section 2.08, including, without limitation, clause (c)(v) hereof, an “Incremental Term Loan Lender”). No Lender shall be obligated to provide any Incremental Facility, and the determination to provide such commitments shall be within the sole and absolute discretion of such Lender. Such Incremental Facility Request shall set forth (i) the amount of the Incremental Term Loan ~~shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis~~Commitment being requested, (ii) the date (an “Incremental ~~Term Loan~~ Effective Date”) on which such Incremental Facility is requested to become effective (which, unless otherwise agreed by Administrative Agent, shall not be ~~entitled to~~ less than ten (10) Business Days nor more than sixty (60) days after the ~~same voting rights as the existing Term Loans~~ date of such notice), and ~~shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans,~~ (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officerBorrower’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan thereinproposed potential lenders thereof.

Appears in 2 contracts

Samples: Loan Agreement (Mimedx Group, Inc.), Loan Agreement (Mimedx Group, Inc.)

Incremental Term Loans. ~~Subject~~ (i) In addition to ~~the terms and conditions set forth herein~~Term Loans to be made pursuant to Section 2.1(b) hereof, the Borrower ~~shall have~~ may at any time prior to the ~~right~~Term Loan Maturity Date, by delivering written notice to the Administrative Agent, request that the Lenders (or other financial institutions (the “New Lenders”) agreed to by the Borrower and reasonably acceptable to the Administrative Agent, the consent of the Administrative Agent in respect thereof not to be unreasonably withheld) commit to make Incremental Term Loans in an aggregate principal amount of not less than $10,000,000 and not more than $50,000,000. The Borrower may request Incremental Term Loans at any time and from time to ~~time prior~~ time, subject to the ~~earlier~~ conditions and provisions set forth herein. In the event that one or more of the Lenders (Aor New Lenders) ~~the Maturity Date and (B) the time the Term Loan is repaid~~ offer, in ~~full~~their sole discretion, to ~~incur additional Indebtedness~~ enter into such commitments, and such Lenders (or New Lenders) and the Borrower agree as to the amount of such commitments that shall be allocated to the respective Lenders (or financial institutions) making such offers and the fees (if any) to be payable by the Borrower in connection therewith, such Lenders (or New Lenders) shall become obligated to make Incremental Term Loans under this ~~Credit~~ Agreement in ~~the form of~~ an ~~increase~~ amount equal to the ~~Term Loans (an “Incremental Term Loan”) by an aggregate~~ amount of ~~up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the~~ their respective Incremental Term Loan ~~shall constitute Credit Party Obligations~~ Commitments. The Administrative Agent’s agreement to arrange and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) syndicate any such Incremental Term Loan Commitments shall not be ~~obtained from existing Lenders~~ deemed to constitute a commitment, or ~~from other banks~~an offer, ~~financial institutions or investment funds; provided that no existing Lender shall be required~~ to ~~participate in or fund any Incremental Term Loan~~provide, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on Commitments or a ~~Pro Forma Basis~~representation, ~~the Borrower~~ direct or implied, that such arrangement and syndication will be ~~in compliance with the financial covenants set forth in Section 5.9~~successful. ~~The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable~~ No Lender shall have any obligation to ~~the Administrative Agent~~ commit to ~~join this Credit Agreement as Lenders hereunder for the portion of such~~ any Incremental Term Loan ~~not taken by existing Lenders, provided that such other banks, financial institutions~~ Commitments and ~~investment funds~~ the Borrower shall ~~enter into such joinder agreements~~ have no obligation to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new request Incremental Term Loan ~~therein~~Commitments.

Appears in 2 contracts

Samples: Credit Agreement (Affinity Group Holding, Inc.), Credit Agreement (Affinity Group Inc)

Incremental Term Loans. ~~Subject~~ The Borrower may, upon five (5) Business Days’ notice to the ~~terms and conditions set forth herein~~Administrative Agent, request a commitment for an additional term loan from the Lenders or by adding one or more lenders, determined by the Borrower ~~shall have the right~~in its sole discretion, ~~at any time and from time to time prior~~ subject to the ~~earlier~~ consent of the Administrative Agent (~~A) the Maturity Date~~ such consent not to be unreasonably withheld), which lender or lenders are willing to commit to such increase (each such lender, a “New Lender,” and ~~(B) the time the Term Loan is repaid in full~~such commitment, ~~to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (~~an “Incremental Term ~~Loan~~Loan Commitment”~~) by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan:~~ ); provided, however, that (i) the Borrower may not request an Incremental Term Loan ~~shall constitute Credit Party Obligations~~ Commitment after the occurrence and ~~will be secured and guaranteed with~~ during the ~~other Credit Party Obligations on a pari passu basis~~continuance of an Event of Default, ~~(ii) the Incremental Term Loan shall be entitled~~ including, without limitation, any Event of Default that would result after giving effect to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (ivii) ~~any such~~ each Incremental Term Loan Commitment shall be in an amount not less than $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (iii) the aggregate amount of all Incremental Term Loan Commitments shall not exceed $1,250,000,000. Such notice to the Administrative Agent shall describe the amount and intended disbursement date of the Incremental Term Loan ~~shall~~ to be ~~in a minimum principal amount of $2,500,000, (v) the proceeds of any the~~ made pursuant to such Incremental Term Loan ~~will be used for the purposes set forth in Section 3.11,~~ Commitments. An Incremental Term Loan Commitment shall become effective upon (via) the ~~Borrower shall execute~~ execution by each applicable New Lender of a ~~Term Note in favor~~ counterpart of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed this Agreement and delivering such counterpart to the Administrative Agent and ~~the Lenders, in form and substance acceptable to the Administrative Agent,~~ (ixb) receipt by the Administrative Agent ~~shall have received from~~ of a certificate of a responsible officer of the ~~Borrower updated financial projections and an officer’s certificate~~Borrower, ~~in each case in form and substance reasonably satisfactory to~~ dated as of the ~~Administrative Agent, demonstrating that, after giving effect to any~~ date such Incremental Term Loan ~~on a Pro Forma Basis~~Commitments are proposed to take effect, certifying that as of such date each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, and no Default then exists. Over the term of the Agreement the Borrower ~~will be in compliance with the financial covenants set forth in Section 5.9. The Borrower~~ may ~~invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such~~ request Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan therein.Commitments no more than four (4)

Appears in 2 contracts

Samples: Term Loan Agreement (American Tower Corp /Ma/), Term Loan Agreement (American Tower Corp /Ma/)

Incremental Term Loans. ~~Subject~~ The Borrower and any one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them), which Lenders are reasonably acceptable to the ~~terms~~ Administrative Agent (each such Lender, an “Incremental Term Loan Lender”), may agree, upon at least thirty (30) days’ prior notice to the Administrative Agent (or such shorter period of time as the Administrative Agent may agree to in its sole discretion), that such Incremental Term Loan Lenders shall make one or more additional term loan credit facilities available to the Borrower under this Section 2.1.1(b) (each an “Incremental Term Loan Facility” and ~~conditions set forth herein~~collectively, the ~~Borrower shall have the right, at any time and from time to time prior to the earlier of (A) the Maturity Date and (B) the time the~~ “Incremental Term Loan ~~is repaid in full~~Facilities”; each commitment thereunder an “Incremental Term Loan Commitment” and collectively, ~~to incur additional Indebtedness under this Credit Agreement in~~ the ~~form of an increase to~~ “Incremental Term Loan Commitments”; and the ~~Term Loans (~~loans thereunder, each an “Incremental Term Loan” and collectively, the “Incremental Term Loans”) on substantially the same terms and subject to substantially the same conditions as the Term Loans. Any Incremental Term Loan or Incremental Term Loan Commitment shall be documented by an ~~aggregate amount of up to $5,250,000. The following~~ amendment or supplement to, or a restatement of, this Agreement, setting forth the specific terms and conditions ~~shall apply to~~ of the Incremental Term ~~Loan~~Loan Facility, which amendment, supplement or restatement shall be signed by the Borrower, the Administrative Agent, and the Incremental Term Loan Lenders providing such Incremental Term Loan Commitments. Notwithstanding the foregoing: (i) the aggregate principal amount of all Incremental Term Loan Commitments shall ~~constitute Credit Party Obligations and will be secured and guaranteed with~~ not exceed the ~~other Credit Party Obligations on a pari passu basis,~~ Maximum Incremental Amount; (ii) the Stated Maturity Date of any Incremental Term Loan shall be ~~entitled to~~ on or after the ~~same voting rights~~ Stated Maturity Date for the Term A-1 Loans, determined as of the ~~existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing~~ initial funding date for such Incremental Term Loans, ; (iii) ~~any such Incremental Term Loan~~ no Default or Event of Default shall have occurred and be ~~obtained from existing Lenders~~ continuing or ~~from other banks, financial institutions or investment funds; provided that no existing Lender shall~~ would reasonably be ~~required~~ expected to ~~participate in or fund~~ result after giving Pro Forma Effect to any Incremental Term Loan, ; (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall ~~execute~~ deliver a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed Compliance Certificate to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in evidencing compliance with the financial covenants set forth in Section ~~5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable~~ 7.2.4 after giving Pro Forma Effect to any Incremental Term Loan; (v) the proceeds of any Incremental Term Loan shall be used solely for the purposes described in Section 4.10; (vi) to the extent Section 4.10 permits any proceeds of any Incremental Term Loan to be used to acquire any additional Real Property, each of the conditions set forth in Sections 5.2.1, 5.2.2, and 5.3 shall be fulfilled to the satisfaction of the Administrative ~~Agent~~ Agent; (vii) the weighted average life of any Incremental Term Loan shall be equal to ~~join this Credit Agreement~~ or greater than the remaining weighted average life of the Term A-1 Loans, determined as ~~Lenders hereunder~~ of the initial funding date for such Incremental Term Loan; (viii) to the extent that the applicable interest rate margin on any Incremental Term Loan exceeds by more than 0.25% the applicable interest rate margin for the ~~portion~~ Term A-3 Loans, determined as of the initial funding date for such Incremental Term Loan, (A) the applicable interest rate margin for the Term A-3 Loans shall be increased so that the applicable interest rate margin for such Incremental Term Loan does not exceed the applicable interest rate margin for the Term A-3 Loans by more than 0.25% and (B) the applicable interest rate margin for each of the other credit facilities existing on such date shall be increased by the same amount of basis points as the Term A-3 Loans are so increased, if any; (ix) any covenant or Event of Default applicable to any Incremental Term Loan that is more restrictive than the equivalent covenant or Event of Default set forth in this Agreement shall be deemed to be applicable to all Loans hereunder; (x) the aggregate of any original issue discount or upfront fees applicable to any such Incremental Term Loans shall not be more than 1% of the principal amount of such Incremental Term ~~Loan not taken by existing Lenders, provided that such other banks, financial institutions~~ Loans; and ~~investment funds~~ (xi) the Borrower shall ~~enter into such joinder agreements to give effect thereto~~ have delivered any modifications or additional Real Property Documents as the Administrative Agent ~~may reasonably request. The Administrative Agent is authorized~~ shall have requested in its sole discretion pursuant to ~~enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new~~ such Incremental Term ~~Loan therein~~Loans.

Appears in 2 contracts

Samples: Credit Agreement (CatchMark Timber Trust, Inc.), Credit Agreement (CatchMark Timber Trust, Inc.)

Incremental Term Loans. ~~Subject to the terms~~ The Borrower and ~~conditions set forth herein, the Borrower shall have the right, at~~ any ~~time~~ one or more Lenders (including any Person not previously a Lender hereunder who executes and from time to time prior to the earlier of (A) the Maturity Date and (B) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (an “Incremental Term Loan”) by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on delivers a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested joinder agreement executed by the ~~Administrative Agent~~Borrower, ~~local counsel opinions) of counsel for the Credit Parties, addressed to~~ the Administrative Agent and ~~the Lenders~~such Lender, in form and substance reasonably acceptable to each of them), which Lenders are reasonably acceptable to the Administrative Agent, may agree, upon at least thirty (ix30) days’ prior notice to the Administrative Agent (or such shorter period of time as the Administrative Agent may agree to in its sole discretion), that such Lenders shall make one or more additional term loan facilities available to the Borrower under this clause (b) of Section 2.1.1 (each an “Incremental Term Loan Facility” and collectively, the “Incremental Term Loan Facilities”; each commitment thereunder an “Incremental Term Loan Commitment” and collectively, the “Incremental Term Loan Commitments”; and the loans thereunder, each an “Incremental Term Loan” and collectively, the “Incremental Term Loans”) on substantially the same terms and subject to substantially the same conditions as the Term Loans. Any Incremental Term Loan or Incremental Term Loan Commitment shall be documented by an amendment or supplement to, or a restatement of, this Agreement, setting forth the specific terms and conditions of the Incremental Term Loan Facility, which amendment, supplement or restatement shall be signed by the Borrower and the Lenders providing such Incremental Term Loan Commitments. Notwithstanding the foregoing: (i) the aggregate principal amount of all Incremental Term Loan Commitments shall not exceed the Maximum Incremental Amount; (ii) the Stated Maturity Date of any Incremental Term Loan shall be on or after the Stated Maturity Date for the Multi-Draw Term Loans, determined as of the initial funding date for such Incremental Term Loans; (iii) no Default or Event of Default shall have ~~received from~~ occurred and be continuing or result after giving effect to any Incremental Term Loan; (iv) the ~~Borrower updated~~ Loan Parties and their Subsidiaries shall be in compliance after giving effect to any Incremental Term Loan with all covenants set forth in the Loan Documents, including the financial ~~projections and an officer’s certificate,~~ covenants set forth in ~~each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that,~~ Section 7.2.4; (v) compliance with clause (iv) (calculated after giving effect to any such Incremental Term Loans) shall be evidenced by a Compliance Certificate delivered to the Administrative Agent; (vi) the proceeds of any Incremental Term Loan ~~on a Pro Forma Basis~~shall be used solely for the purposes described in Section 4.10; (vii) to the extent Section 4.10 permits any proceeds of any Incremental Term Loan to be used to acquire any additional Domestic Real Property, each of the ~~Borrower will be in compliance with the financial covenants~~ conditions set forth in ~~Section 5.9. The Borrower may invite other banks, financial institutions~~ Sections 5.2 and ~~investment funds reasonably acceptable~~ 5.3 shall be fulfilled to the satisfaction of the Administrative ~~Agent~~ Agent; (viii) the weighted average life of any Incremental Term Loan shall be equal to ~~join this Credit Agreement~~ or greater than the remaining weighted average life of the Multi-Draw Term Loans, determined as ~~Lenders hereunder~~ of the initial funding date for such Incremental Term Loan; (ix) to the extent that the applicable interest rate margin on any Incremental Term Loan exceeds by more than 0.25% the applicable interest rate margin for the ~~portion~~ Multi-Draw Term Loans, determined as of the initial funding date for such Incremental Term Loan, the applicable interest rate margin for the Multi-Draw Term Loans shall be increased so that the applicable interest rate margin for the Multi-Draw Term Loans and for such Incremental Term Loan are equal; (x) any covenant or Event of Default applicable to any Incremental Term Loan that is more restrictive than the equivalent covenant or Event of Default set forth in this Agreement shall be deemed to be applicable to all Loans hereunder; (xi) the aggregate of any original issue discount or upfront fees applicable to any such Incremental Term Loans shall not be more than 1% of the principal amount of such Incremental Term ~~Loan not taken by existing Lenders, provided that such other banks, financial institutions~~ Loans; and ~~investment funds~~ (xii) the Borrower shall ~~enter into such joinder agreements to give effect thereto~~ have delivered any modifications or additional Real Property Documents as the Administrative Agent ~~may reasonably request. The Administrative Agent is authorized~~ shall have requested in its sole discretion pursuant to ~~enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan therein~~such Revolver Increase.

Appears in 2 contracts

Samples: Credit Agreement (CatchMark Timber Trust, Inc.), Credit Agreement (CatchMark Timber Trust, Inc.)

Incremental Term Loans. ~~Subject to~~ Incremental Term Loans may be made by any existing Lender (an “Existing TL Lender”) or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Term Loans at such time being called an “Additional TL Lender” and, together with the ~~terms and conditions set forth herein~~Existing TL Lenders providing such Incremental Term Loans at such time, the Borrower shall have the right, at any time and from time to time prior to the earlier of (A) the Maturity Date and (B) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the “TL Lenders”). Incremental Term Loans shall be made pursuant to an amendment, restatement or amendment and restatement (an “Incremental Term ~~Loan~~Loan Amendment”) ~~by an aggregate amount~~ of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with this Agreement and, as appropriate, the other ~~Credit Party Obligations on a pari passu basis~~Loan Documents, ~~(ii)~~ executed by Holdings, the ~~Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans~~ Borrower, each TL Lender and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, ~~local counsel opinions)~~ in each case without the consent of ~~counsel for~~ any other Person. The Incremental Term Loan Amendment may effect such amendments to this Agreement and the ~~Credit Parties~~other Loan Documents as may be necessary or appropriate, ~~addressed to~~ in the reasonable opinion of the Administrative Agent and the ~~Lenders~~Borrower, ~~in form and substance acceptable~~ to effect the ~~Administrative Agent, (ix)~~ provisions of this Section 2.20. The Borrower hereby agrees to enter into such Incremental Term Loan Amendments. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Term Loan Amendments. The effectiveness of any Incremental Term Loan Amendment shall ~~have received from~~ be subject to (x) the satisfaction of the conditions as the parties thereto shall agree, provided that no such Incremental Term Loan Amendment shall modify or waive any condition to the incurrence of Incremental Term Loans except in accordance with Section 9.2 hereof and (y) the receipt by the Administrative Agent of documents consistent with those delivered on the Restatement Effective Date pursuant to Section 4.1(e) as to the corporate power and authority of the Borrower ~~updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory~~ to ~~the Administrative Agent, demonstrating that,~~ borrow hereunder after giving effect to ~~any~~ such Incremental Term Loan Amendment. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on ~~a Pro Forma Basis,~~ the ~~Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable~~ part of any Lender to ~~the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such~~ provide Incremental Term ~~Loan not taken by existing Lenders~~Loans, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, at any ~~amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan therein~~time.

Appears in 2 contracts

Samples: Revolving Credit Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)

Incremental Term Loans. ~~Subject to the terms and conditions set forth herein~~(a) At any time, the Borrower ~~shall have the right, at any time and from time to time prior~~ may by written notice to the ~~earlier~~ Administrative Agent elect to request the establishment of one or more incremental term loan commitments in respect of loans which may be term loans of the same Class as any outstanding Loans or a new Class of term loans (~~A) the Maturity Date and (B) the time the~~ any such incremental term loan commitment, an “Incremental Term Loan ~~is repaid in full~~Commitment”) to make an incremental term loan (any such incremental term loan, ~~to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (~~an “Incremental Term Loan”~~) by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan:~~ ); provided that (i) the total aggregate amount for all such Incremental Term Loan Commitments shall ~~constitute~~ not (as of any date of incurrence thereof) exceed an amount determined as the difference of (x) $220,000,000 minus (y) the aggregate amount of all increases of the initial revolving commitments under the Revolving Credit ~~Party Obligations~~ Facility on or after the Closing Date, and ~~will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis,~~ (ii) the total aggregate amount of each Incremental Term Loan ~~shall be entitled to the same voting rights as the existing Term Loans~~ Commitment (and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan made thereunder) shall be in integral multiples of $5,000,000 and shall not be less than a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate25,000,000 or, in each case ~~in form and substance reasonably satisfactory~~ if less, the remaining amount permitted pursuant to the ~~Administrative Agent, demonstrating that, after giving effect to~~ foregoing clause (i). Each such notice shall specify the proposed effective date (the “Incremental Effective Date”) of any ~~such~~ Incremental Term Loan Commitment, which shall be a date not less than ten (10) Business Days after the date on ~~a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9~~which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other ~~banks, financial institutions and investment funds reasonably acceptable~~ Person consented to by the Administrative Agent to ~~join this Credit Agreement as Lenders hereunder~~ the extent such consent, if any, would be required under Section 12.04(b) for an assignment of Loans to such Lender or Incremental Lender (such consent not to be unreasonably withheld or delayed), to provide an Incremental Term Loan Commitment (any such Person, an “Incremental Lender”) (but no existing Lender will have an obligation to make any Incremental Term Loan Commitment, nor will the Borrower have any obligation to approach any existing Lender to provide any incremental Term Loan Commitment). Any proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan thereinCommitment.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Southcross Energy Partners, L.P.), Term Loan Credit Agreement

Incremental Term Loans. ~~Subject~~ The Borrower may by written notice to the ~~terms and conditions set forth herein~~Agent, up to four (4) times during the ~~Borrower~~ term of this Agreement, elect to establish one or more new term loan commitments (the “New Term Loan Commitments”) to increase the aggregate amount of all Commitments made under this Agreement to not more than $400,000,000. Each such notice shall ~~have the right, at any time and from time to time prior to the earlier of~~ specify (A) the ~~Maturity Date and~~ date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the ~~time the~~ amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is ~~repaid~~ an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in ~~full~~its sole discretion, to ~~incur additional Indebtedness under this Credit Agreement in the form~~ provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of ~~an increase~~ such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1) no Default or Event of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the ~~Term Loans (an “Incremental Term Loan”) by an aggregate amount~~ making of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing any New Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such each of the ~~Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes~~ conditions set forth in Section ~~3.11,~~ 5.2 shall be satisfied; (vi3) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the ~~Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent~~ Parent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in pro forma compliance with the ~~financial~~ covenants set forth in Section ~~5.9~~9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The ~~Borrower may invite other banks, financial institutions~~ Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and ~~investment funds reasonably acceptable~~ in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the ~~Administrative Agent~~ existing Term Loans except that the upfront fees applicable to ~~join this Credit Agreement as Lenders hereunder for~~ the ~~portion of such Incremental~~ New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan ~~not taken by existing~~ Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, ~~provided that~~ effect such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment amendments to this ~~Credit~~ Agreement ~~or any~~ and the other ~~Credit Document~~ Loan Documents as may be necessary or appropriate, in the opinion of the Agent and the Borrower to ~~incorporate~~ effect the ~~terms~~ provision of ~~any new Incremental Term Loan therein~~this Section 2.9.

Appears in 2 contracts

Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.), Term Loan Agreement (Piedmont Office Realty Trust, Inc.)

Incremental Term Loans. ~~Subject to the terms and conditions set forth herein, the~~ (a) The Borrower ~~shall have the right,~~ may at any time ~~and~~ or from time to time ~~prior~~ after the Closing Date, by notice to the ~~earlier~~ Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (A) the ~~Maturity Date and (B) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (an~~ “Incremental Term ~~Loan~~Loans”) by be made available under this Agreement to the Borrower or one or more Subsidiary Borrowers; provided that 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. Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of ~~up to~~ $~~5,250,000~~1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). ~~The following terms and conditions shall apply~~ Notwithstanding anything to the ~~Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis~~contrary herein, ~~(ii) the~~ no Incremental Term Loan shall be ~~entitled~~ made if, immediately after giving effect to such Incremental Term Loan, the ~~same voting rights as~~ aggregate outstanding principal amount of the ~~existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing~~ Incremental Term Loans, ~~(iii) any~~ plus the Total Revolving Commitment at such time, would exceed $2,000,000,000. Each Incremental Term Loan shall (a) rank pari passu in right of payment and of security, if any, with the Revolving Credit Loans and the other Incremental Term Loans, if any; (b) be ~~obtained from existing~~ subject to pricing and maturity agreed to by the Borrower and the Lenders providing such Incremental Term Loan; and (c) not be subject to any scheduled or ~~from~~ mandatory principal amortization prior to the Maturity Date (other ~~banks, financial institutions or investment funds~~than customary limited amortization for institutional term loans); provided that no except for pricing and maturity (as limited by the preceding paragraph (c)), the terms and conditions applicable to the Incremental Term Loans will be as set forth in this Agreement unless otherwise approved by the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.28 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loan. In the case of Incremental Term Loans, the Lenders providing such Incremental Term Loans, with the consent of the Administrative Agent, may agree to allow the Borrower and its Subsidiaries and controlled Affiliates to become Eligible Assignees with respect to such Incremental Term Loans under circumstances, terms and conditions to be agreed at the time of incurrence but in all cases subject to Section 10.3(l). Incremental Term Loans may be made and may be provided by any existing Lender ~~shall be required~~ (but no Lender will have an obligation to ~~participate in or fund~~ provide any portion of any Incremental Term Loan) or by any other bank or other financial institution, ~~(iv) any such~~ in each case subject to the ~~Incremental Term Loan shall be in a minimum principal amount~~ written consent of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent to the extent the Administrative Agent would have a right under this Agreement to consent to an assignment of all or any portion of any Lender’s Loans or Revolving Commitment to such existing Lender or bank, or other financial institution (any such other bank or other financial institution being called an “Incremental Lender”). Commitments in respect of Incremental Term Loans shall ~~have received~~ become commitments under this Agreement pursuant to an ~~opinion or opinions~~ amendment (~~including~~an “Incremental Amendment”) to this Agreement and, as appropriate, the other Fundamental Documents, executed by the Borrower, each Lender agreeing to provide such commitment, each Incremental Lender, if ~~reasonably requested by~~ any, and the Administrative Agent. The Incremental Amendment may, with the consent of the Borrower and the Administrative Agent, ~~local counsel opinions~~effect such amendments to this Agreement and the other Fundamental Documents (including the amendment and restatement thereof and to provide Incremental Lenders with appropriate voting and loan assignment rights and other provisions reflecting the terms of the applicable Incremental Facility) as may be necessary or appropriate, in the reasonable opinion of ~~counsel for the Credit Parties, addressed to~~ the Administrative Agent and the ~~Lenders~~Borrower, ~~in form and substance acceptable~~ to effect the ~~Administrative Agent, (ix)~~ provisions of this Section 2.28. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any portion of any Incremental Term Loan unless it so agrees. Each Incremental Lender shall become party to this Agreement upon acceptance by the Administrative Agent ~~shall have received from the Borrower updated financial projections and~~ of an ~~officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any~~ Incremental Lender Supplement signed by such Incremental ~~Term Loan on a Pro Forma Basis,~~ Lender substantially in the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion form of such Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan thereinExhibit G-2.

Appears in 2 contracts

Samples: Credit Agreement (Wyndham Worldwide Corp), Credit Agreement (Wyndham Worldwide Corp)

Incremental Term Loans. ~~Subject to the terms and conditions set forth herein, the Borrower shall have the right, at~~ (a) At any time and from time to time prior to the ~~earlier of (A) the~~ Latest Maturity ~~Date and (B) the time the Term Loan is repaid in full~~Date, ~~to incur additional Indebtedness under this Credit Agreement in the form of an increase~~ subject to the ~~Term Loans (an “Incremental Term Loan”) by an aggregate amount of up to $5,250,000. The following~~ terms and express conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth ~~in Section 3.11~~herein, ~~(vi)~~ the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested may by ~~the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed~~ no less than three Business Days’ prior written notice to the Administrative Agent ~~and the Lenders, in form and substance~~ (or such lesser number of days reasonably acceptable to the Administrative Agent), request to add one or more new credit facilities consisting of one or more additional Tranches of Term Loans or an increase to an existing Tranche of Term Loans (each, an “Incremental Term Facility”); provided that (i) immediately before and after giving effect to each Incremental Amendment and the applicable Incremental Term Facility, (ixA) no Default or Event of Default exists or would result therefrom to the extent the proceeds of such Incremental Term Facility are not used to finance a Limited Condition Acquisition or (B) no Default or Event of Default arising under Section 8.1(a) or Section 8.1(f) and no other Default or Event of Default the absence of which is a condition required by the Incremental Lenders providing such Incremental Term Facility exists or would result therefrom to the extent the proceeds of such Incremental Term Facility are used to finance a Limited Condition Acquisition; (ii) as a condition to the effectiveness of any Incremental Amendment and any Incremental Term Commitments and the making of the Incremental Term Loans thereunder, 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 (or in all respects where qualified by materiality or Material Adverse Effect) on and as of the date thereof (except to the extent made as of a specific date, in which case such representations and warranties shall be true and correct in all material respects (or in all respects where qualified by materiality or Material Adverse Effect) on and as of such specified date) (provided that in the case of an Incremental Term Facility the proceeds of which are used to finance a Limited Condition Acquisition, such requirement shall be subject to customary “specified representations” and customary “specified acquisition agreement representations” as agreed by the relevant Incremental Lenders (but in no event shall “specified representations” be more expansive than the representations made by the Borrower in Sections 4.3(a) (with respect to the organizational existence of the Loan Parties only), 4.4, 4.5(a), 4.11, 4.14, 4.19 (as it relates to the creation, validity and perfection of the security interests in the Collateral), 4.20, 4.23(b) (as it relates to the Patriot Act) and 4.23(d)) and any reference to “material adverse effect” in such “specified representations” shall be understood for this purpose to refer to “material adverse effect” or similar definition in as defined in the main transaction agreement governing such Limited Condition Acquisition), (iii) subject to the provisos to this sentence, the amount of Incremental Term Facilities shall not exceed, immediately after giving effect to each Incremental Amendment and the applicable Incremental Term Facility, the sum of (1) (x) if such Incremental Term Facility is secured on a pari passu basis with the Liens securing the Obligations, an amount such that the First Lien Secured Leverage Ratio calculated on a pro forma basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 6.1(a) or (b) shall not be greater than 2.00:1.00 (excluding the cash proceeds of any borrowing under such Incremental Term Facility that are to remain on the consolidated balance sheet of the Borrower following application of proceeds to any transaction or transactions to be given pro forma effect with such Incremental Term Facility) or (y) if such Incremental Term Facility is secured on a junior basis to the Liens securing the Obligations or is unsecured or subordinated in right of payment to the Obligations, the Consolidated Leverage Ratio calculated on a pro forma basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 6.1(a) or (b) shall not be greater than 3.56:1.00 (excluding the cash proceeds of any borrowing under such Incremental Term Facility that are to remain on the consolidated balance sheet of the Borrower following application of proceeds to any transaction or transactions to be given pro forma effect with such Incremental Term Facility) (such Incremental Term Facilities described in the foregoing clauses (1)(x) and (1)(y), the “Incremental Ratio Debt”) plus (2) the ~~Administrative Agent~~ sum of (x) the greater of $75,000,000 and 45% of LTM EBITDA on the date of determination (net of any Indebtedness incurred pursuant to clause (i)(2)(x) of the first proviso set forth in the definition of Incremental Equivalent Debt) plus (y) the amount of any voluntary prepayments of Term Loans (which shall ~~have received from~~ be deemed for this purpose to include the ~~Borrower updated financial projections~~ amount of any repurchases of Offer Loans and ~~an officer’s certificate~~repurchases of Term Loans in the open market pursuant to Section 10.6(b)(v), in each case ~~in form and substance reasonably satisfactory~~ limited to the ~~Administrative Agent~~amount of cash actually paid in respect of such repurchases), ~~demonstrating~~ other than to the extent made with the proceeds of long-term Indebtedness (net of any Indebtedness incurred pursuant to clause (i)(2)(y) of the first proviso set forth in the definition of Incremental Equivalent Debt) (such amounts described in the foregoing clauses (2)(x) and (2)(y), the “Incremental Base Amount”); provided that the financial incurrence tests set forth in the foregoing clauses (iii)(1)(x) and (iii)(1)(y) shall not apply to the incurrence of Incremental Term Facilities pursuant to the Incremental Base Amount and any such Incremental Term Facility may, at the sole discretion of the Borrower, be incurred under clauses (iii)(1)(x) and (iii)(1)(y) regardless of whether there is capacity to incur such Incremental Term Facility under clause (iii)(2); and (iv) in the event that the Yield for any Incremental Term Facility incurred on or prior to the 18-month anniversary of the Effective Date that is pari passu in right of payment and with respect to the Collateral with the Initial 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; provided that, ~~after~~ in the event an interest rate floor for such Incremental Term Facility is higher than the correlative interest rate floor for the Initial Term Loans, such differential between such floors shall be equated to the applicable Yield for purposes of determining whether an increase to the Applicable Margin for the Initial Term Loans shall be required but only to the extent that an increase in such interest rate floor with respect to the Initial Term Loans would cause an increase in the interest rate then in effect for the Initial Term Loans at the time of determination hereunder and, in such case, then such interest rate floor (but not the interest rate margin) applicable to the Initial Term Loans shall be increased to the extent of such differential between interest rate floors (the provision in this clause (iv), the “MFN Protection”). For purposes of such calculation of Yield, any Incremental Term Loans that are fixed rate loans shall be swapped to a floating rate on a customary matched maturity basis. For the avoidance of doubt, and notwithstanding anything to the contrary in this Agreement, the amount described in the foregoing clauses (iii)(1)(x) and (iii)(1)(y) are calculated without giving effect to any ~~such~~ Incremental Term ~~Loan~~ Facilities incurred on a ~~Pro Forma Basis,~~ substantially concurrent basis in reliance on the ~~Borrower will~~ foregoing clause (iii)(2). Each Incremental Term Facility shall be in ~~compliance with the financial covenants set forth~~ an integral multiple of $1,000,000 and be in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan an aggregate principal amount that is not ~~taken by existing Lenders~~less than $10,000,000, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as amount may be ~~necessary to incorporate~~ less than $10,000,000 if such amount represents all the ~~terms~~ remaining availability under the aggregate principal amount of ~~any new~~ Incremental Term ~~Loan therein~~Facilities set forth above.

Appears in 1 contract

Samples: Credit Agreement (Innoviva, Inc.)

Incremental Term Loans. ~~Subject to~~ (i) In the ~~terms and conditions set forth herein~~case of any request for a Term Loan Commitment Increase, the Borrower shall ~~have~~ give the ~~right, at any time and from time to time~~ Administrative Agent irrevocable prior ~~to the earlier~~ written notice of ~~(A) the Maturity Date and (B) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement~~ such request in the form of ~~an increase to the Term Loans (an “Incremental Term Loan”)~~ a Request for Advance, or telephonic notice followed promptly by ~~an aggregate amount of up to $5,250,000~~a Request for Advance. ~~The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental~~ Any request for a Term Loan ~~shall constitute Credit Party Obligations and will be secured and guaranteed with~~ Commitment Increase for the ~~other Credit Party Obligations on a pari passu basis, (ii)~~ purpose of making the ~~Incremental Term Loan~~ Bond Interest Payment shall be ~~entitled to the same voting rights as the existing Term Loans~~ made on or before February 12, 2002, and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable include irrevocable instructions to the Administrative Agent to ~~join this Credit Agreement as Lenders hereunder~~ disburse the proceeds of the requested Term Loan Commitment Increase on behalf of the Borrower directly to the trustee for the ~~portion of~~ Refinancing Securities to fund the Bond Interest Payment. In the event that the Borrower shall give the Administrative Agent telephonic notice, but shall fail to confirm such telephonic notice with a written Request for Advance, such failure shall not invalidate any notice so given, but shall not obviate the Borrower's obligation hereunder to provide the Administrative Agent with written notice. The Administrative Agent shall notify each Incremental Term Loan ~~not taken by existing Lenders~~Lender of such Request for Advance pursuant to clause (d) above. Following their receipt of such notice, ~~provided that~~ the Incremental Term Loan Lenders shall either (i) make available to the Administrative Agent at the Administrative Agent's Office, or at such ~~other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto~~ account as the Administrative Agent ~~may reasonably request. The Administrative Agent is authorized to enter into~~shall designate, ~~on behalf~~ Advances of the ~~Lenders~~Term Loans, ~~any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new~~ based upon their respective Incremental Term Loan ~~therein~~Ratios, in the aggregate principal amount of the requested Term Loan Commitment Increase to be disbursed to the Borrower pursuant to clause (e) above or (ii) notify the Administrative Agent that the Incremental Term Loan Lenders do not agree to provide the requested Term Loan Commitment Increase. Notwithstanding any term or provision of this Agreement which may be construed to the contrary, each Term Loan Commitment Increase shall be in a principal amount of at least $5,000,000.

Appears in 1 contract

Samples: Credit Agreement and Forbearance Agreement (Ziff Davis Media Inc)

Incremental Term Loans. ~~Subject to the terms and conditions set forth herein, the~~ The Borrower shall have the ~~right, at any time and from time~~ right to ~~time prior to the earlier~~ request one or more tranches of ~~(A) the Maturity Date and (B) the time the Term Loan is repaid in full, to incur~~ additional ~~Indebtedness under this Credit Agreement in the form of an increase to the~~ Term Loans (an the “Incremental Term ~~Loan~~Loans”) by an providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that the aggregate amount of ~~up to~~ such increases under this Agreement shall not exceed $~~5,250,000~~200,000,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any Each such Incremental Term Loan must be an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof (or such other amounts as may be acceptable to the Administrative Agent and the Borrower). The Administrative Agent, in consultation with the Borrower, shall ~~be obtained from~~ manage all aspects of the syndication of such Incremental Term Loans, including decisions as to the selection of the existing Lenders ~~or from~~ and/or other banks, financial institutions ~~or investment funds; provided that no~~ and other institutional lenders to be approached with respect to such increase and the allocations of the Incremental Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be ~~required~~ obligated in any way whatsoever to ~~participate in or fund any~~ provide an Incremental Term Loan, ~~(iv)~~ and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. Effecting the Incremental Term ~~Loan~~ Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in ~~a minimum principal amount~~ existence on the effective date of ~~$2,500,000~~such increase, (vy) the ~~proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi)~~ representations and warranties made or deemed made by the Borrower ~~shall execute a Term Note in favor of any new Lender~~ or any ~~existing Lender requesting~~ other Loan Party in any Loan Document to which such Loan Party is a ~~Term Note who provides a portion~~ party shall be true and correct on the effective date of such increase except to the ~~Incremental Term Loan,~~ extent that such representations and warranties expressly relate solely to an earlier date (~~vii) the conditions to Extensions of Credit~~ in ~~Section 4.2~~ which case such representations and warranties shall have been ~~satisfied~~true and correct on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, and (~~viii~~z) the Administrative Agent shall have received ~~an opinion or opinions~~ each of the following, in form and substance satisfactory to the Administrative Agent: (~~including,~~ i) if ~~reasonably requested by~~ not previously delivered to the Administrative Agent, ~~local counsel opinions~~copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel ~~for~~ to the ~~Credit Parties~~Borrower and the Guarantors, and addressed to the Administrative Agent and the ~~Lenders, in form and substance acceptable to~~ Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Term Notes executed by the Borrower, ~~(ix)~~ payable to any new Lenders and replacement Term Notes executed by the ~~Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate~~Borrower, payable to any existing Lenders increasing their Term Loan Commitments, in ~~each case in form and substance reasonably satisfactory to~~ the ~~Administrative Agent, demonstrating that, after giving effect to any~~ amount of such ~~Incremental~~ Lender’s Term Loan ~~on a Pro Forma Basis,~~ Commitment at the ~~Borrower will be~~ time of the effectiveness of the applicable increase in ~~compliance with~~ the ~~financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to~~ aggregate amount of the ~~Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental~~ Term Loan ~~not taken by existing Lenders, provided that~~ Commitments. In connection with any increase in the aggregate amount of the Term Loan Commitments pursuant to this Section 2.11. any Lender becoming a party hereto shall execute such ~~other banks, financial institutions~~ documents and ~~investment funds shall enter into such joinder~~ agreements ~~to give effect thereto~~ as the Administrative Agent may reasonably request. The Incremental Term Loans (i) shall rank pari passu in right of payment with the existing Term Loans, (ii) shall not mature earlier than the Maturity Date and (iii) shall be treated substantially the same as (and in any event no more favorably than) the existing Term Loans; provided that the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other 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 is authorized~~ Agent. The Incremental Term Loan may, without the consent of any other Lenders (except as expressly required pursuant to ~~enter into~~Section 13.7.), ~~on behalf of the Lenders, any amendment~~ effect such amendments to this ~~Credit~~ Agreement ~~or any~~ and the other ~~Credit Document~~ Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to ~~incorporate~~ effect the ~~terms~~ provisions of ~~any new Incremental Term Loan therein~~this Section 2.11.

Appears in 1 contract

Samples: Term Loan Agreement (CBL & Associates Properties Inc)

Incremental Term Loans. ~~Subject to the terms and conditions set forth herein, the~~ (i) The Borrower shall have the ~~right~~right to send to the Administrative Agent, ~~at any time and from time to time~~ after the Closing Date but on or prior to the ~~earlier~~ Closing Date Term Loan Maturity Date, a Facility Increase Notice to request an increase in the aggregate principal amount of ~~(A) the Maturity Date and (B) the time~~ the Term Loan ~~is repaid in full,~~ Facility (each a “Facility Increase”) to ~~incur~~ be effectuated by the disbursement of one or more additional ~~Indebtedness under this Credit Agreement in the form of an increase to the~~ Term Loans (each an “Incremental Term Loan”) ~~by an~~ in excess of the Closing Date Term Loans, in a principal amount not to exceed $200,000,000 in the aggregate ~~amount of up to $5,250,000~~for all such requests. The ~~following~~ Administrative Agent shall promptly notify each Lender of the proposed Facility Increase and of the proposed terms and conditions ~~shall apply to~~ therefor agreed between the ~~Incremental Term Loan:~~ Borrower and the Administrative Agent. Each such Lender (iand each of their Affiliates and Approved Funds) ~~the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis~~may, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loansin its sole discretion, ~~(iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required~~ commit to participate in ~~or fund any Incremental Term Loan, (iv) any~~ such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested Facility Increase by ~~the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed~~ forwarding its commitment therefor to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall allocate, ~~demonstrating that~~in its discretion (after consultation with the Borrower) but in amounts not to exceed for each such Lender the commitment received from such Lender, Affiliate or Approved Fund, the Term Loan Commitments to be made as part of the Facility Increase to the Lenders from which it has received such written commitments; provided, however, the Administrative Agent shall be entitled, after ~~giving effect~~ consultation with the Borrower, to allocate to any Eligible Assignee any amount of such ~~Incremental Term Loan~~ Facility Increase whether or not it has obtained commitments from existing Lenders. Each Facility Increase shall become effective on a ~~Pro Forma Basis,~~ date agreed by the Borrower ~~will~~ and the Administrative Agent (each a “Facility Increase Date”), which shall be in ~~compliance with~~ any case on or after the ~~financial covenants~~ date of satisfaction of the conditions precedent set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan therein.3.2 (

Appears in 1 contract

Samples: Term Loan Agreement (Payless Shoesource Inc /De/)

Incremental Term Loans. Subject to and upon the terms and conditions set forth in Section 2.14 and the other provisions set forth herein, ~~the Borrower shall have the right~~each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees, at any time and from time to time on and after the date that such Incremental Term Loan Commitment is obtained pursuant to Section 2.14 and prior to the ~~earlier~~ Incremental Commitment Termination Date for such Tranche of ~~(A) the Maturity Date and (B) the time the~~ Incremental Term ~~Loan is repaid in full~~Loans, to ~~incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans~~ make a term loan or term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) ~~by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply~~ to the Incremental Term ~~Loan~~Loan Borrower for such Tranche, which Incremental Term Loans: (i) shall be incurred on the applicable Incremental Term Loan ~~shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis,~~ Borrowing Date for such Tranche of Incremental Term Loans; (ii) shall be denominated in the Applicable Currency for such Tranche of Incremental Term Loans; (iii) shall, if Dollar Loans, at the option of the applicable Incremental Term Loan ~~shall~~ Borrower, be ~~entitled to~~ incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same ~~voting rights as~~ Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the ~~existing~~ same Type; (iv) shall, if Canadian Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans ~~and shall be entitled to receive proceeds of prepayments on~~ that are Canadian Dollar Loans comprising the same ~~basis as~~ Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the ~~existing~~ same Type; (v) shall, if an Alternate Currency Incremental Term ~~Loans~~Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (~~iii~~A) in the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for any such Incremental Term Loan ~~shall be obtained from existing Lenders or from other banks~~Lender at the time of any incurrence thereof, ~~financial institutions or investment funds; provided~~ that ~~no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such~~ aggregate principal amount which equals the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion Commitment of such Incremental Term Loan ~~not taken by existing Lenders~~Lender for such Tranche at such time (before giving effect to any reduction thereof at such time pursuant to Section 4.03(b)). Once repaid, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term ~~Loan therein.~~Loans incurred hereunder may not be reborrowed. (e)

Appears in 1 contract

Samples: Credit Agreement (Silgan Holdings Inc)

Incremental Term Loans. ~~Subject~~ The Borrower may elect to ~~the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time~~ enter into up to ~~time prior to the earlier~~ three (3) additional tranches of term loans (~~A) the Maturity Date and (B) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (~~each an “Incremental Term Loan”~~) by an~~ ), in each case in minimum increments of $20,000,000 so long as, after giving effect thereto, the aggregate principal amount of ~~up to~~ all such Incremental Term Loans does not exceed $~~5,250,000~~100,000,000. The ~~following terms and conditions shall apply to the Incremental Term Loan: (i) the~~ Borrower may arrange for any Incremental Term Loan ~~shall constitute Credit Party Obligations and will~~ to be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing provided by one or more Lenders or ~~from other~~ by one or more new banks, financial institutions or ~~investment funds~~other entities (each such Lender or new bank, financial institution or other entity agreeing to participate in such Incremental Term Loans, an “Incremental Term Lender”; provided that no each Incremental Term Lender that is not an existing Lender shall be ~~required~~ an Eligible Assignee), which agree to participate in such Incremental Term Loans; provided that each Incremental Term Lender that is not an existing Lender shall be subject to the approval of the Borrower and the Administrative Agent (such approvals not to be unreasonably withheld or ~~fund~~ delayed). No consent of any Lender (other than the Lenders participating in any Incremental Term ~~Loan, (iv~~Loans) shall be required for any ~~such the~~ Incremental Term Loan pursuant to this Section 2.7. Any tranche of Incremental Term Loans created pursuant to this Section 2.7 shall ~~be in a minimum principal amount~~ become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Incremental Term Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no tranche of ~~$2,500,000~~Incremental Term Loans shall become effective under this paragraph unless, (vi) on the proposed date of the effectiveness of such tranche of Incremental Term Loans, the Administrative Agent shall have received a certificate dated such date and executed by a Financial Officer of the Borrower certifying that (x) the ~~proceeds~~ representations and warranties of ~~any~~ the ~~Incremental Term Loan will be used for the purposes~~ Borrower set forth in ~~Section 3.11~~this Agreement are true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) on and as of such date, (viy) no Default or Event of Default shall have occurred and be continuing and (z) the Borrower ~~shall execute~~ is in compliance (on a ~~Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of~~ pro forma basis) with the ~~Incremental Term Loan, (vii) the conditions to Extensions of Credit~~ financial covenant contained in Section ~~4.2 shall have been satisfied,~~ 7.5 and (~~viii~~ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such tranche of Incremental Term Loans. The Incremental Term Loans (a) shall rank pari passu in right of payment with the initial Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the initial Loans; provided that (i) the terms and conditions applicable to any portion of any tranche of Incremental Term Loans maturing after the Maturity Date may provide for additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the initial Loans. Incremental Term Loans shall be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Term Lender participating in such tranche and the Administrative Agent. The Incremental Term Loan 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 ~~or opinions (including, if reasonably requested by~~ of the Administrative Agent, ~~local counsel opinions)~~ to effect the provisions of ~~counsel for~~ this Section 2.7. Nothing contained in this Section 2.7 shall constitute, or otherwise be deemed to be, a commitment on the ~~Credit Parties, addressed~~ part of any Lender to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to provide any ~~such~~ portion of any tranche of Incremental Term ~~Loan on a Pro Forma Basis, the Borrower will be in compliance~~ Loans at any time. In connection with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion any tranche of ~~such~~ Incremental Term ~~Loan~~ Loans pursuant to this Section 2.7, any Incremental Term Lender that is not ~~taken by~~ an existing ~~Lenders, provided that~~ Lender and becomes a party hereto shall (1) execute such ~~other banks, financial institutions~~ documents and ~~investment funds shall enter into such joinder~~ agreements ~~to give effect thereto~~ as the Administrative Agent may reasonably ~~request. The~~ request and (2) in the case of any such Incremental Term Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent ~~is authorized~~ to ~~enter into~~comply with “know your customer” and anti-money laundering rules and regulations, ~~on behalf of~~ including without limitation, the ~~Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan therein~~PATRIOT Act.

Appears in 1 contract

Samples: Term Loan Agreement (Allete Inc)

Incremental Term Loans. ~~Subject~~ The Borrower may by written notice to the ~~terms and conditions set forth herein~~Agent, up to two (2) times during the ~~Borrower~~ term of this Agreement, elect to establish one or more new term loan commitments (the “New Term Loan Commitments”), in an aggregate amount equal to $100,000,000. Each such notice shall ~~have the right, at any time and from time to time prior to the earlier of~~ specify (A) the ~~Maturity Date and~~ date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the ~~time the~~ amount of such New Term Loan Commitments, which must be at least $25,000,000, and (C) the identity of each Lender or other Person that is ~~repaid~~ an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in ~~full~~its sole discretion, to ~~incur additional Indebtedness under this Credit Agreement in the form~~ provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of ~~an increase~~ such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the ~~Term Loans (an “Incremental Term Loan”) by an aggregate amount~~ making of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing any New Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such each of the ~~Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes~~ conditions set forth in Section ~~3.11,~~ 5.2 shall be satisfied; (vi3) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in pro forma compliance with the ~~financial~~ covenants set forth in Section ~~5.9~~9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The ~~Borrower may invite other banks, financial institutions~~ Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and ~~investment funds reasonably acceptable~~ in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the ~~Administrative Agent~~ existing Term Loans (other than with respect to ~~join this Credit Agreement as Lenders hereunder for the portion of such Incremental~~ upfront fees paid to any New Term Loan ~~not taken~~ Lender, which shall be in amounts as may be agreed between the Borrower and such New Term Loan Lender). In any event, the upfront fees applicable to the New Term Loans shall be determined by ~~existing~~ the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, ~~provided that~~ effect such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment amendments to this ~~Credit~~ Agreement ~~or any~~ and the other ~~Credit Document~~ Loan Documents as may be necessary or appropriate, in the opinion of the Agent to ~~incorporate~~ effect the ~~terms~~ provision of ~~any new Incremental Term Loan therein~~this Section 2.11.

Appears in 1 contract

Samples: Term Loan Agreement (Columbia Property Trust, Inc.)

Incremental Term Loans. ~~Subject~~ In addition to ~~the terms~~ Borrowings of Revolving Credit Loans, Tranche A Term Loans and ~~conditions set forth herein, the Borrower shall have the right~~Tranche B Term Loans pursuant to this Section, at any time and from time to time prior to the ~~earlier of (A) the~~ Term Loan Maturity Date ~~and~~ for Tranche B Term Loans, the Borrower may request that one or more Persons (Bwhich may include any of the Lenders) ~~the time the~~ offer to enter into commitments to make Incremental Term ~~Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase~~ Loans to the ~~Term Loans (an “Incremental Term Loan”) by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan:~~ Borrower hereunder; provided that (i) no Default would exist after giving pro forma effect to the intended use of proceeds of such Incremental Term ~~Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis~~Loans, (ii) ~~the Incremental Term Loan shall~~ it being understood that if such offer is to be ~~entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans~~made by any Person that is not already a Lender hereunder, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have ~~received~~ consented (such consent not to be unreasonably withheld) to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 10.04(b) in the event of an ~~opinion~~ assignment to such Person and (iii) no Lender shall be obligated to agree to provide any Incremental Term Loan Commitments. In the event that one or ~~opinions~~ more of such Persons offer, in their sole discretion, to enter into such commitments, and such Persons and the Borrower agree as to the amount of such commitments that shall be allocated to the respective Persons making such offers and the fees (~~including,~~ if ~~reasonably requested~~ any) to be payable by the ~~Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent~~ Borrower in connection therewith and the ~~Lenders~~interest rate, ~~in form~~ amortization and ~~substance acceptable~~ maturity date to be applicable thereto, the ~~Administrative Agent~~Borrower, ~~(ix)~~ such Persons and the Administrative Agent shall ~~have received from the Borrower updated financial projections~~ execute and deliver an ~~officer’s certificate~~appropriate Incremental Term Loan Amendment with respect thereto, and such Persons shall become obligated to make Incremental Term Loans under this Agreement in ~~each case in form and substance reasonably satisfactory~~ an amount equal to the ~~Administrative Agent, demonstrating that, after giving effect to any~~ amount of their respective Incremental Term Loan Commitments as specified in such Incremental Term Loan on Amendment. The Incremental Term Loans to be made pursuant to any such agreement between the Borrower and one or more Lenders in response to any such request by the Borrower shall be deemed to be a ~~Pro Forma Basis~~separate “Series” of Incremental Term Loans for all purposes of this Agreement. Amounts paid or prepaid in respect of Incremental Term Loans of any Series may not be reborrowed. Anything herein to the contrary notwithstanding, the ~~Borrower will~~ following additional provisions shall be ~~in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable~~ applicable to the ~~Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such~~ Incremental Term Loan ~~not taken by existing Lenders~~Commitments, ~~provided that such other banks~~and Incremental Term Loans, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any ~~new Incremental Term Loan therein.~~Series:

Appears in 1 contract

Samples: Credit Agreement (Pacificare Health Systems Inc /De/)

Incremental Term Loans. ~~Subject~~ The Borrower may on no more than two occasions during the period beginning on the Effective Date to and including the ~~terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time~~ date that is six months prior to the ~~earlier~~ Maturity Date, provided that no Qualified Acquisition Period is then in existence, enter into one or more tranches of term loans (~~A) the Maturity Date and (B) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (~~each an “Incremental Term Loan”~~) by an~~ ), in each case in minimum increments of $25,000,000 so long as, after giving effect thereto, the aggregate amount of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any all such Incremental Term ~~Loan shall~~ Loans does not exceed $100,000,000. The Borrower may arrange for any such tranche to be ~~obtained from existing~~ provided by one or more Lenders or ~~from other~~ new banks, financial institutions or ~~investment funds~~other entities (each, an “Incremental Term Loan Lender”); provided that (i) each Incremental Term Loan Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”) and (ii) no ~~existing~~ Lender shall be required to participate in ~~or fund~~ any tranche of Incremental Term Loans. No consent of any Lender (other than the Lenders participating in any Incremental Term Loan) shall be required for any Incremental Term Loan pursuant to this Section 2.20. Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date agreed by the Borrower, ~~(iv) any such~~ the Administrative Agent and the Incremental Term Loan Lenders and the Administrative Agent shall ~~be in a minimum principal amount of $2,500,000, (v)~~ notify each Lender thereof. Upon the ~~proceeds~~ effectiveness of any ~~the~~ Accession Agreement to which any Incremental Term Loan ~~will~~ Lender is a party, such Incremental Term Loan Lender shall thereafter be ~~used for~~ deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Term Loan Lender hereunder and subject to all obligations of a Term Loan Lender hereunder. Notwithstanding the ~~purposes~~ foregoing, no tranche of Incremental Term Loans shall become effective under this Section unless, (i) on the proposed date of the effectiveness of such Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section ~~3.11,~~ 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (viB) the Borrower shall ~~execute~~ be in compliance on a ~~Term Note in favor~~ pro forma basis (giving effect to the use of ~~any new Lender or any existing Lender requesting a Term Note who provides a portion~~ proceeds of ~~the~~ such Incremental Term Loan~~, (vii~~) with the ~~conditions to Extensions of Credit~~ covenants contained in Section ~~4.2 shall have been satisfied,~~ 6.12 and (~~viii~~ii) the Administrative Agent shall have received ~~an opinion or opinions (including, if reasonably requested by~~ documents consistent with those delivered on the ~~Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed~~ Effective Date as to the ~~Administrative Agent~~ organizational power and ~~the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from~~ authority of the Borrower ~~updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory~~ to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan therein.borrow such

Appears in 1 contract

Samples: Credit Agreement (Service Corporation International)

Incremental Term Loans. (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of incremental or additional term loan facilities (each, an “Incremental Term Facility”, the commitments thereunder, the “Incremental Term Commitments” and the loans thereunder, the “Incremental Term Loans”). Subject to the terms and conditions set forth ~~herein~~in this Section 2.07, the Borrower shall have the right, at any time and from time to time prior to the earlier of (A) the Maturity Date and (B) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (an “Incremental Term ~~Loan”~~Facilities shall be funded on the relevant Increased Amount Date; provided that the (x) ~~by an~~ aggregate amount of up all Incremental Term Facilities shall not exceed the aggregate principal amount of (i) $150,000,00050,000,000 plus (ii) in the case of any Incremental Term Facility that serves to effectively extend the maturity of the Second Lien Term Facility, an amount equal to the reductions in the Second Lien Term Facility to be replaced with such Incremental Term Facility and (y) each Incremental Term Facility shall be in an amount equal to at least $~~5,250,000~~10,000,000 and in integral multiples of $1,000,000 in excess thereof. ~~The following terms and conditions~~ Each such notice shall ~~apply to~~ specify the date (each, as may be updated by the Borrower through a subsequent notice, an “Increased Amount Date”) on which the Borrower proposes that the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan Commitments shall be ~~entitled to the same voting rights as the existing Term Loans and~~ effective, which shall be ~~entitled to receive proceeds of prepayments~~ a date not less than five (5) Business Days after the date on ~~the same basis as the existing Term Loans, (iii) any~~ which such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed notice is delivered to the Administrative Agent ~~and the Lenders, in form and substance~~ or such shorter time acceptable to the Administrative Agent~~, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate~~; provided that any Lender offered or approached to provide all or a portion of any Incremental Term Commitments may elect or decline, in ~~each case in form and substance reasonably satisfactory~~ its sole discretion, to ~~the Administrative Agent, demonstrating that, after giving effect to any~~ provide such Incremental Term ~~Loan on a Pro Forma Basis,~~ Commitments (it being understood that the Borrower ~~will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable~~ has no obligation to ~~the Administrative Agent~~ offer or approach any Lender to ~~join this Credit Agreement as Lenders hereunder for the portion of such~~ provide an Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan thereinCommitment).

Appears in 1 contract

Samples: Credit Agreement (Forest Oil Corp)

Incremental Term Loans. ~~Subject~~ The Borrower may by written notice to the ~~terms and conditions set forth herein~~Agent, up to two (2) times during the ~~Borrower~~ term of this Agreement, elect to establish one or more new term loan commitments (the “New Term Loan Commitments”), in an aggregate amount equal to $75,000,000. Each such notice shall ~~have the right, at any time and from time to time prior to the earlier of~~ specify (A) the ~~Maturity Date and~~ date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the ~~time the~~ amount of such New Term Loan Commitments, which must be at least $25,000,000, and (C) the identity of each Lender or other Person that is ~~repaid~~ an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in ~~full~~its sole discretion, to ~~incur additional Indebtedness under this Credit Agreement in the form~~ provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of ~~an increase~~ such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1) no Default or Event of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the ~~Term Loans (an “Incremental Term Loan”) by an aggregate amount~~ making of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing any New Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such each of the ~~Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes~~ conditions set forth in Section ~~3.11,~~ 5.2 shall be satisfied; (vi3) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in pro forma compliance with the ~~financial~~ covenants set forth in Section ~~5.9~~9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The ~~Borrower may invite other banks, financial institutions~~ Agent shall notify Lenders promptly upon receipt of the Borrower's notice of each Increased Amount Date and ~~investment funds reasonably acceptable~~ in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the ~~Administrative Agent~~ existing Term Loans. In any event, the upfront fees applicable to ~~join this Credit Agreement as Lenders hereunder for~~ the ~~portion of such Incremental~~ New Term Loans shall be determined by the Borrower and the applicable New Term Loan ~~not taken by existing~~ Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, ~~provided that~~ effect such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment amendments to this ~~Credit~~ Agreement ~~or any~~ and the other ~~Credit Document~~ Loan Documents as may be necessary or appropriate, in the opinion of the Agent to ~~incorporate~~ effect the ~~terms~~ provision of ~~any new Incremental Term Loan therein~~this Section 2.14.

Appears in 1 contract

Samples: Term Loan Agreement (Wells Real Estate Investment Trust Ii Inc)

Incremental Term Loans. ~~Subject~~ In addition to ~~the terms~~ Borrowings of Revolving Loans and ~~conditions set forth herein, the Borrower shall have the right~~Tranche B Term Loans pursuant to paragraphs (a) and (b) above, at any time and from time to time prior to the ~~earlier of (A) the Maturity Date and (B) the time the~~ Term Loan ~~is repaid in full~~Maturity Date, the Borrower may request that one or more Persons (which may include the Lenders) offer to ~~incur additional Indebtedness under this Credit Agreement in the form of~~ enter into commitments to make term loans (each such loan being herein called an ~~increase to the Term Loans (an “~~"Incremental Term Loan”") under this paragraph (c); provided, that no Default or Event of Default would exist after giving pro forma effect to the intended use of proceeds of such Incremental Term Loan and, provided, further, it being understood that if such offer is to be made by any Person that is not already a Lender hereunder, the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 10.04(b) in the event of an ~~aggregate~~ assignment to such Person. In the event that one or more of such Persons offer, in their sole discretion, to enter into such commitments, and such Persons and the Borrower agree as to the amount of up such commitments that shall be allocated to ~~$5,250,000~~the respective Persons making such offers and the fees (if any) to be payable by the Borrower in connection therewith and the interest rate, amortization and maturity date to be applicable thereto, the Borrower, such Persons and the Administrative Agent shall execute and deliver an appropriate agreement with respect thereto, and such Persons shall become obligated to make Incremental Term Loans under this Agreement in an amount equal to the amount of their respective Incremental Term Loan Commitments as specified in such agreement. The ~~following terms~~ Incremental Term Loans to be made pursuant to any such agreement between the Borrower and ~~conditions~~ one or more Lenders in response to any such request by the Borrower shall ~~apply~~ be deemed to be a separate "Series" of Incremental Term Loans for all purposes of this Agreement. Anything herein to the ~~Incremental Term Loan:~~ contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Term Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Term Loans) shall ~~constitute Credit Party Obligations and will~~ be ~~secured and guaranteed with the other Credit Party Obligations on a pari passu basis~~$50,000,000, (ii) the aggregate principal amount of all Incremental Term Loan ~~shall be entitled to the same voting rights as the existing~~ Commitments and Incremental Term Loans ~~and~~ shall not exceed $200,000,000, (iii) the final maturity for the Incremental Term Loans of any Series shall not be ~~entitled to receive proceeds of prepayments on~~ earlier than the ~~same basis as the existing~~ Term Loan Maturity Date for Tranche B Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) ~~any such~~ the ~~Incremental Term Loan shall be~~ weighted average life to maturity (determined in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably manner satisfactory to the Administrative Agent~~, demonstrating that, after giving effect to any such~~ ) of the Incremental Term ~~Loan on a Pro Forma Basis~~Loans of any Series at the time of the making thereof shall not be shorter than the then-remaining weighted average life to maturity (so determined) of the Tranche B Term Loans and (v) except for the amortization and interest rate to be applicable thereto, and any fees to be paid in connection therewith, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term ~~Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds~~ Loans of any Series shall ~~enter into such joinder agreements to give effect thereto~~ have the same terms as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Tranche B Term ~~Loan therein~~Loans.

Appears in 1 contract

Samples: Joint Venture Agreement (Nextel Partners Inc)

Incremental Term Loans. ~~Subject~~ On or prior to ~~the terms and conditions set forth herein~~February 2, ----------------------- 2002, the Borrower ~~shall have the right~~may, at any time and from time to time prior to the earlier of (A) the Maturity Date and (B) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (an “Incremental Term Loan”) by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed notice to the Administrative Agent ~~and~~ (which shall promptly deliver a copy to each of the Lenders), ~~in form~~ request the addition of a new tranche of term loans (the "Incremental Term Loans"); provided, however, that ---------------------- ------- both at the time of any such request and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term ~~Loan on a~~ Loans, no Default shall exist and the Borrower shall be in Pro Forma ~~Basis~~Compliance with each financial covenant. The Incremental Term Loans shall (i) be in an aggregate principal amount not in excess of $150,000,000, (ii) rank pari passu in right of payment and of security ---- ----- with the other Loans, (iii) have an average weighted life equal to or longer than the Tranche A Term Loans, Tranche C Term Loans and the Tranche D Term Loans, (iv) be drawn on or prior to February 2, 2002, (v) have such pricing as may be agreed by the Borrower and the Persons providing such Incremental Term Loans and (vi) otherwise be treated hereunder no more favorably than the Tranche A Term Loans, Tranche C Term Loans and the Tranche D Term Loans. Such notice shall set forth the requested amount of Incremental Term Loans, and shall offer each Lender the opportunity to offer a commitment (the "Incremental Commitment") to provide Incremental Term Loans by giving written notice of such offered ---------------------- commitment to the Administrative Agent and the 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 such commitments. In the event that, at the expiration of the Offer Period, Lenders shall have provided commitments in an aggregate amount less than the total amount of the Incremental Term Loans requested by the Borrower, the Borrower ~~will~~ shall have the right to arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Additional Lender") to extend commitments to provide Incremental Term ----------------- Loans in an aggregate amount equal to the unsubscribed amount; provided that -------- each Additional Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld); and provided further -------- ------- that the Additional Lenders shall be offered the opportunity to provide the Incremental Term Loans only on terms previously offered to the existing Lenders pursuant to the immediately preceding sentence. Commitments in ~~compliance with~~ respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an Incremental Facility Amendment executed by each of the ~~financial covenants~~ Borrower, 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 subject to the satisfaction on the date thereof and, if different, on the date on which the Incremental Term Loans are made, of each of the conditions set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan therein4.02.

Appears in 1 contract

Samples: Credit Agreement (Triton PCS Inc)

Incremental Term Loans. ~~Subject~~ In addition to ~~the terms~~ Borrowings of Revolving Credit Loans and ~~conditions set forth herein, the Borrower shall have the right~~Tranche A Term Loans pursuant to paragraphs (a) and (b) above, at any time and from time to time prior to the ~~earlier of (A) the Maturity Date and (B) the time the~~ Term Loan ~~is repaid in full~~Maturity Date, the Borrower may request that one or more Persons (which may include the Lenders) offer to ~~incur additional Indebtedness under this Credit Agreement in the form of an increase~~ enter into commitments to ~~the Term Loans~~ make term loans (each such loan being herein called an “Incremental Term Loan”) under this paragraph (c), it being understood that if such offer is to be made by any Person that is not already a Lender hereunder, the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 9.04(b) in the event of an ~~aggregate~~ assignment to such Person. In the event that one or more of such Persons offer, in their sole discretion, to enter into such commitments, and such Persons and the Borrower agree as to the amount of up such commitments that shall be allocated to ~~$5,250,000~~the respective Persons making such offers and the fees (if any) to be payable by the Borrower in connection therewith and the amortization and maturity date to be applicable thereto, the Borrower, such Persons and the Administrative Agent shall execute and deliver an appropriate agreement with respect thereto, and such Persons shall become obligated to make Incremental Term Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments as specified in such agreement. The ~~following terms~~ Incremental Term Loans to be made pursuant to any such agreement between the Borrower and ~~conditions~~ one or more Lenders in response to any such request by the Borrower shall ~~apply~~ be deemed to be a separate “Series” of Incremental Term Loans for all purposes of this Agreement. Anything herein to the ~~Incremental Term Loan:~~ contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Term Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall ~~constitute Credit Party Obligations and will~~ be ~~secured and guaranteed with the other Credit Party Obligations on a pari passu basis~~$25,000,000, (ii) the aggregate principal amount of all Incremental Term Loan ~~shall be entitled to the same voting rights as the existing~~ Commitments and Incremental Term Loans incurred after the Effective Date, together with (x) [Intentionally deleted], (y) the aggregate amount of increases in Revolving Credit Commitments effected Annex 26 Annex Table of Contents pursuant to Section 2.06(e) and (z) the aggregate amount of Indebtedness incurred pursuant to Section 5(b) of the Pledge Agreement, shall not exceed $350,000,000 or such higher amount to which the Required Lenders shall have consented, (iii) the final maturity for the Incremental Term Loans of any Series shall not be ~~entitled to receive proceeds of prepayments on~~ earlier than the ~~same basis as the existing~~ Term Loan Maturity Date for Tranche A Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) ~~any such~~ the ~~Incremental Term Loan shall be~~ weighted average life to maturity (determined in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably manner satisfactory to the Administrative Agent~~, demonstrating that, after giving effect to any such~~ ) of the Incremental Term ~~Loan on a Pro Forma Basis~~Loans of any Series at the time of the making thereof shall not be shorter than the then-remaining weighted average life to maturity (so determined) of the Tranche A Term Loans and (v) except for the amortization and interest rate to be applicable thereto, and any fees to be paid in connection therewith, the Incremental Term Loans of any Series shall have the same terms as the Tranche A Term Loans. Anything in this Agreement to the contrary notwithstanding, unless the Required Lenders shall otherwise agree, the Borrower ~~will be in compliance with~~ shall not have the ~~financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable~~ right to ~~the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such~~ request or borrow any Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan thereinLoans.

Appears in 1 contract

Samples: Credit Agreement (Morris Publishing Finance Co)

Appears in 1 contract

Samples: Term Loan Agreement (American Tower Corp /Ma/)

Incremental Term Loans. ~~Subject~~ The Borrower and any one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrower, the Administrative Agent and such Lender, in form and substance reasonably acceptable to each of them), which Lenders are reasonably acceptable to the ~~terms~~ Administrative Agent (each such Lender, an “Incremental Term Loan Lender”), may agree, upon at least thirty (30) days’ prior notice to the Administrative Agent (or such shorter period of time as the Administrative Agent may agree to in its sole discretion), that such Incremental Term Loan Lenders shall make one or more additional term loan credit facilities available to the Borrower under this Section 2.1.1(b) (each an “Incremental Term Loan Facility” and ~~conditions set forth herein~~collectively, the ~~Borrower shall have the right, at any time and from time to time prior to the earlier of (A) the Maturity Date and (B) the time the~~ “Incremental Term Loan ~~is repaid in full~~Facilities”; each commitment thereunder an “Incremental Term Loan Commitment” and collectively, ~~to incur additional Indebtedness under this Credit Agreement in~~ the ~~form of an increase to~~ “Incremental Term Loan Commitments”; and the ~~Term Loans (~~loans thereunder, each an “Incremental Term Loan” and collectively, the “Incremental Term Loans”) on substantially the same terms and subject to substantially the same conditions as the Term Loans. Any Incremental Term Loan or Incremental Term Loan Commitment shall be documented by an ~~aggregate amount of up to $5,250,000. The following~~ amendment or supplement to, or a restatement of, this Agreement, setting forth the specific terms and conditions ~~shall apply to~~ of the Incremental Term ~~Loan~~Loan Facility, which amendment, supplement or restatement shall be signed by the Borrower, the 46267678.11 Administrative Agent, and the Incremental Term Loan Lenders providing such Incremental Term Loan Commitments. Notwithstanding the foregoing: (i) the aggregate principal amount of all Incremental Term Loan Commitments shall ~~constitute Credit Party Obligations and will be secured and guaranteed with~~ not exceed the ~~other Credit Party Obligations on a pari passu basis,~~ Maximum Incremental Amount; (ii) the Stated Maturity Date of any Incremental Term Loan shall be ~~entitled to~~ on or after the ~~same voting rights~~ Stated Maturity Date for the Term A-1 Loans, determined as of the ~~existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing~~ initial funding date for such Incremental Term Loans, ; (iii) ~~any such Incremental Term Loan~~ no Default or Event of Default shall have occurred and be ~~obtained from existing Lenders~~ continuing or ~~from other banks, financial institutions or investment funds; provided that no existing Lender shall~~ would reasonably be ~~required~~ expected to ~~participate in or fund~~ result after giving Pro Forma Effect to any Incremental Term Loan, ; (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall ~~execute~~ deliver a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed Compliance Certificate to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in evidencing compliance with the financial covenants set forth in Section ~~5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable~~ 7.2.4 after giving Pro Forma Effect to any Incremental Term Loan; (v) the proceeds of any Incremental Term Loan shall be used solely for the purposes described in Section 4.10; (vi) to the extent Section 4.10 permits any proceeds of any Incremental Term Loan to be used to acquire any additional Real Property, each of the conditions set forth in Sections 5.2.1, 5.2.2, and 5.3 shall be fulfilled to the satisfaction of the Administrative ~~Agent~~ Agent; (vii) the weighted average life of any Incremental Term Loan shall be equal to ~~join this Credit Agreement~~ or greater than the remaining weighted average life of the Term A-1 Loans, determined as ~~Lenders hereunder~~ of the initial funding date for such Incremental Term Loan; (viii) to the extent that the applicable interest rate margin on any Incremental Term Loan exceeds by more than 0.25% the applicable interest rate margin for the ~~portion~~ Term A-3 Loans, determined as of the initial funding date for such Incremental Term Loan, (A) the applicable interest rate margin for the Term A-3 Loans shall be increased so that the applicable interest rate margin for such Incremental Term Loan does not exceed the applicable interest rate margin for the Term A-3 Loans by more than 0.25% and (B) the applicable interest rate margin for each of the other credit facilities existing on such date shall be increased by the same amount of basis points as the Term A-3 Loans are so increased, if any; (ix) any covenant or Event of Default applicable to any Incremental Term Loan that is more restrictive than the equivalent covenant or Event of Default set forth in this Agreement shall be deemed to be applicable to all Loans hereunder; (x) the aggregate of any original issue discount or upfront fees applicable to any such Incremental Term Loans shall not be more than 1% of the principal amount of such Incremental Term ~~Loan not taken by existing Lenders, provided that such other banks, financial institutions~~ Loans; and ~~investment funds~~ (xi) the Borrower shall ~~enter into such joinder agreements to give effect thereto~~ have delivered any modifications or additional Real Property Documents as the Administrative Agent ~~may reasonably request. The Administrative Agent is authorized~~ shall have requested in its sole discretion pursuant to ~~enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new~~ such Incremental Term ~~Loan therein~~Loans.

Appears in 1 contract

Samples: Credit Agreement (CatchMark Timber Trust, Inc.)

Incremental Term Loans. ~~Subject to~~ At any time after the ~~terms and conditions set forth herein~~Effective Date, but not more than twice, the Borrower ~~shall have~~ may request that the ~~right, at any time and from time to time prior to the earlier of (A) the Maturity Date and (B) the time the~~ Aggregate Term Loan ~~is repaid~~ Commitment be increased from zero in ~~full,~~ order to ~~incur additional Indebtedness under this Credit Agreement in the form~~ accommodate an incremental single-draw installment of ~~an increase to the~~ Term Loans (each, an “Incremental Term Loan”); provided that, without the prior written consent of any Lender whose Term Loan Commitment is not being increased, (A) ~~by an~~ the aggregate principal amount of all outstanding Term Loans shall at no time exceed $300,000,000 minus the aggregate amount of up all previous repayments and prepayments of the Term Loans pursuant to Sections 2.2(c) and 2.7, respectively; (B) each such request shall be in a minimum amount of at least $~~5,250,000. The following terms~~ 10,000,000 and ~~conditions shall apply to~~ increments of $5,000,000 in excess thereof; and (C) the aggregate amount of the Incremental Term ~~Loan:~~ Loans made during the term of this Agreement shall not exceed $50,000,000. Each request shall be made in a written notice given to the Agent and the Term Loan Lenders by the Borrower not less than twenty (i20) Business Days prior to the proposed effective date of such increase, which notice (a “Term Loan Commitment Increase Notice”) shall specify the amount of the proposed amount of the increase in the Aggregate Term Loan Commitment, the corresponding amount of the Incremental Term Loan and the proposed effective date therefor, which shall ~~constitute Credit Party Obligations and will~~ also be ~~secured and guaranteed~~ the proposed Borrowing Date for such Incremental Term Loan. In the event of such a Term Loan Commitment Increase Notice, each of the Term Loan Lenders shall be given the opportunity to participate in the requested Incremental Term Loan in proportion to their respective then current Term Loan Pro Rata Shares thereof. On or prior to the date that is fifteen (15) Business Days after receipt of the Term Loan Commitment Increase Notice, each Term Loan Lender shall submit to the Agent a notice indicating the maximum amount by which it is willing to assume as Incremental Term Loan Commitment in connection with such Term Loan Commitment Increase Notice (any such notice to the ~~other Credit Party Obligations on~~ Agent being herein a ~~pari passu basis,~~ “Term Loan Lender Increase Notice”). Any Term Loan Lender which does not submit a Term Loan Lender Increase Notice to the Agent prior to the expiration of such fifteen (ii15) Business Day period shall be deemed to have denied an Incremental Term Loan Commitment. In the event that the Incremental Term Loan Commitments set forth in the Term Loan Lender Increase Notices exceed the amount requested by the Borrower in the Term Loan Commitment Increase Notice, the Agent and the Arrangers for the Term Loan Facility shall have the right, with the consent of the Borrower, to allocate the amount of Incremental Term Loan Commitments necessary to meet the Borrower’s Term Loan Commitment Increase Notice. In the event that the Term Loan Lender Increase Notices are less than the amount requested by the Borrower, not later than three (3) Business Days prior to the proposed effective date the Borrower may notify the Agent of any financial institution that shall have agreed to become a “Term Loan Lender” party hereto (a “Proposed New Term Loan Lender”) in connection with the Term Loan Commitment Increase Notice. Any Proposed New Term Loan Lender shall be ~~entitled~~ subject to the ~~same voting rights as~~ consent of the ~~existing~~ Agent (which consent shall not be unreasonably withheld or delayed). If the Borrower shall not have arranged any Proposed New Term ~~Loans and~~ Loan Lender(s) to commit to the shortfall from the Term Loan Commitment Increase Notice, then the Borrower shall be ~~entitled~~ deemed to ~~receive proceeds~~ have reduced the amount of ~~prepayments~~ its Term Loan Commitment Increase Notice to the aggregate amount set forth in the Term Loan Lender Increase Notices. Based upon the Term Loan Commitment Increase Notice, any allocations made in connection therewith and any notice regarding any Proposed New Term Loan Lender, if applicable, the Agent shall notify the Borrower and all of the Lenders (including the Revolving Lenders) on or before the ~~same basis as~~ Business Day immediately prior to the ~~existing~~ proposed effective date of the amount of each Term Loan Lender’s and Proposed New Term Loan Lender’s incremental Term Loan Commitment (the “Effective Term Loan Commitment Amount”) and the aggregate amount of the Incremental Term Loans, which amounts shall be effective on the following Business Day (~~iii~~which shall also be the Borrowing Date for such Incremental Term Loan). Without limiting the provisions of Section 4.2, any increase in the Aggregate Term Loan Commitment and the concurrent funding of any Incremental Term Loans shall be subject to the following conditions precedent: (I) ~~any~~ as of the date of the Term Loan Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Term Loan Commitment all representations and warranties shall be true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (II) the Borrower, the Agent and each Proposed New Term Loan Lender or Term Loan Lender that shall have agreed to provide a “Term Loan Commitment” in support of such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loanhave executed and delivered a Commitment and Acceptance, (ivIII) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the ~~Credit Parties, addressed~~ Borrower and for the Guarantors shall have provided to the ~~Administrative~~ Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case supplemental opinions in form and substance reasonably satisfactory to the ~~Administrative Agent, demonstrating that, after giving effect to~~ Agent and (IV) the Borrower and each Proposed New Term Loan Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Term Loan Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Agent to the Borrower. No less than two (2) Business Days prior to the effective date of the increase of the Aggregate Term Loan Commitment, the Agent shall notify the Borrower of the amount of the fee to be charged by the Term Loan Lenders, and the Borrower may, at least one (1) Business Day prior to such effective date, cancel its request for the commitment increase. If the commitment increase is cancelled pursuant to the immediately preceding sentence, the Borrower’s cancelled increase request shall not be counted towards the Borrower’s two Incremental Term Loan ~~on a Pro Forma Basis~~requests permitted by the first sentence of this Section 2.2(b). Upon satisfaction of the conditions precedent to any increase in the Aggregate Term Loan Commitment, the Agent shall promptly advise the Borrower ~~will~~ and each Lender (including the Revolving Lenders) of the effective date of such increase. Upon the effective date of any increase in the Aggregate Term Loan Commitment that is supported by a Proposed New Term Loan Lender, such Proposed New Term Loan Lender shall be ~~in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable~~ a party to ~~the Administrative Agent to join~~ this ~~Credit~~ Agreement as ~~Lenders hereunder for the portion of such Incremental~~ a Term Loan ~~not taken by existing Lenders~~Lender and shall have the rights and obligations of a Term Loan Lender hereunder. Nothing contained herein shall constitute, ~~provided that such other banks~~or otherwise be deemed to be, ~~financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as~~ a commitment on the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms part of any ~~new Incremental~~ Term Loan ~~therein~~Lender to increase its Term Loan Commitment hereunder at any time.

Appears in 1 contract

Samples: Credit Agreement (Actuant Corp)

Incremental Term Loans. ~~Subject to the terms~~ Continental and ~~conditions set forth herein, the Borrower shall have the right~~CMI may, at any time ~~and from time to time~~ prior to the ~~earlier of~~ Incremental Increase Termination Date, (A) solicit Incremental Term Loan Commitments from other financial institutions reasonably acceptable to the ~~Maturity Date~~ Administrative Agent, and (B) ~~the time the Term Loan is repaid in full,~~ subject to ~~incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans~~ clauses (~~an “Incremental Term Loan”~~c)(ii) ~~by an aggregate amount of up to $5,250,000. The following terms~~ and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) ~~any~~ of this Section 2.01, upon delivery of such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Commitments issued by an Incremental Term Loan ~~shall be in~~ Assuming Lender and a ~~minimum principal amount~~ Notice of ~~$2,500,000~~Borrowing to the Administrative Agent, ~~(v)~~ request the ~~proceeds~~ making of ~~any the~~ an Incremental Term Loan ~~will be used for~~ to Continental, in the ~~purposes~~ case of Tranche A-1 Incremental Term Loans, or to CMI, in the case of Tranche A-2 Incremental Term Loans, in each case in Dollars and in an aggregate principal amount equal to such Incremental Term Loan Assuming Lender's Incremental Percentage of such Incremental Term Loans, provided, that (s) the conditions set forth in ~~Section 3.11~~clauses (e), (vii) ~~the Borrower~~ and (j) of Section 3.01 and in clauses (c)(ii) and (iii) of this Section 2.01 shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been be satisfied, (~~viii~~t) the Administrative Agent shall have received (A) the Incremental Term Loan Amendment, (B) certified copies of resolutions of the Board of Directors of each Credit Party approving (1) the borrowing of the Incremental Term Loans and (2) the Incremental Term Loan Amendment, (C) an opinion ~~or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions)~~ of counsel for ~~the~~ each Credit ~~Parties, addressed to the Administrative Agent and the Lenders~~Party, in a form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan not taken by existing Lenders, provided that (D) such other ~~banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto~~ items as the Administrative Agent may reasonably ~~request. The Administrative Agent is authorized to enter into~~require, ~~on behalf~~ (u) no Default or Event of Default shall exist at the ~~Lenders,~~ time that any ~~amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new~~ such Incremental Term Loan ~~therein~~is made (and after giving effect thereto), (v) the Incremental Term Loans made by each Incremental Term Loan Assuming Lender shall be allocated pro rata in accordance with the allocations of Loans to the initial Lenders among the Tranche A-1 Term Loans and the Tranche A-2 Term Loans, (w) no more than one Incremental Term Loan Closing Date may be selected by the Company, (x) each Notice of Borrowing from Continental or CMI, as the case may be, pursuant to this clause (c) of Section 2.01 shall set forth the requested amount of the applicable Incremental Term Loan, (y) each Incremental Term Loan made by each Incremental Term Loan Assuming Lender shall be in an aggregate principal amount that is not less than $10,000,000 and (z) any assignments or participations made on the Incremental Term Loan Closing Date in respect of each Incremental Term Loan and thereafter, by such Incremental Term Loan Assuming Lender shall be subject to Section 9.03 of this Agreement. Each Incremental Term Loan issued pursuant to an Incremental Term Loan Commitment may be priced differently than the other Loans, provided, that in the event the Applicable Margin relating to any Incremental Term Loan exceeds the Applicable Margin relating to the other Loans, the Applicable Margin relating to the other Loans shall be adjusted to be equal to the Applicable Margin relating to such Incremental Term Loan. On the Incremental Term Loan Closing Date, (A) each Incremental Term Loan Assuming Lender shall become a Lender subject to this Agreement, and (B) the Administrative Agent shall notify the Lenders (including each Incremental Term Loan Assuming Lender) and the Credit Parties of the occurrence of the Incremental Term Loan Closing Date, in each case in the manner provided for notices in Section 9.02, and, thereupon, shall record in the Register the relevant information with respect to each Incremental Term Loan Assuming Lender.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Continental Airlines Inc /De/)

Incremental Term Loans. ~~Subject~~ On or prior to the ~~terms and conditions set forth herein~~last day of the Tranche A Commitment Period, the Borrower ~~shall have the right~~may, at any time and from time to time prior to the earlier of (A) the Maturity Date and (B) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (an “Incremental Term Loan”) by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed notice to the Administrative Agent ~~and~~ (which shall promptly deliver a copy to each of the Lenders), ~~in form~~ request the addition of a new tranche of term loans (the "Incremental Term Loans"); provided, however, that both (x) at the time of any such request and ~~substance acceptable to the Administrative Agent,~~ (ixy) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term ~~Loan on a Pro Forma Basis~~Loans, no Default shall exist and the Borrower ~~will~~ shall be in compliance with each financial covenant (calculated, in the case of clause (y), on a pro forma basis to give effect to any borrowing of Incremental Term Loans). The Incremental Term Loans shall (i) be in an aggregate principal amount not in excess of $25,000,000, (ii) rank pari passu in right of payment and of security with the other Loans, (iii) have an average weighted life equal to or longer than the Tranche A Term Loans, (iv) be drawn on or prior to the last day of the Tranche A Commitment Period; provided that, notwithstanding anything to the contrary set forth herein, no Incremental Term Loans shall be drawn until the Additional Financing Event Condition shall have been satisfied, (v) have such pricing as may be agreed by the Borrower and the Persons providing such Incremental Term Loans and (vi) otherwise be treated hereunder no more favorably than the Tranche A Term Loans. Such notice shall set forth the requested amount of Incremental Term Loans, and shall offer each Lender the opportunity to offer a commitment (the "Incremental Commitment") to provide Incremental Term Loans by giving written notice of such offered commitment to the Administrative Agent and the 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 such commitments. In the event that, at the expiration of the Offer Period, Lenders shall have provided commitments in an aggregate amount less than the total amount of the Incremental Term Loans requested by the Borrower, the Borrower shall have the right to arrange for one or more banks or other financial ~~covenants~~ institutions (any such bank or other financial institution being called an "Additional Lender") to extend commitments to provide Incremental Term Loans in an aggregate amount equal to the unsubscribed amount; provided that each Additional Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld); and provided further that the Additional Lenders shall be offered the opportunity to provide the Incremental Term Loans only on terms previously offered to the existing Lenders pursuant to the immediately preceding sentence. Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an Incremental Facility Amendment executed by each of the Borrower, Holdings, each Subsidiary that is party to a Subsidiary Guarantee, if any, 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 subject to (A) the satisfaction on the date thereof and, if different, on the date on which the Incremental Term Loans are made, of each of the conditions set forth in Section ~~5.9. The Borrower may invite other banks~~6.3 and (B) the receipt by the Administrative Agent of opinions of counsel to the Borrower, ~~financial institutions~~ addressed to the Lenders and ~~investment funds reasonably acceptable~~ the Administrative Agent and dated the date of the Incremental Facility Amendment, from counsel, and in form and substance, satisfactory to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan thereinAgent.

Appears in 1 contract

Samples: Us Unwired Inc

Incremental Term Loans. ~~Subject to the terms and conditions set forth herein, the~~ The Borrower ~~shall have the right, at any time and~~ may from time to time ~~prior~~ elect to ~~the earlier~~ enter into one or more tranches of term loans (~~A) the Maturity Date and (B) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (~~each an “Incremental Term Loan”) ~~by an~~ in a minimum amount of $10,000,000 and increments of $5,000,000 in excess thereof so long as, after giving effect thereto, the aggregate amount of ~~up to~~ all such Incremental Term Loans does not exceed $~~5,250,000~~75,000,000. The ~~following terms and conditions shall apply to the~~ Borrower may arrange for any such tranche of Incremental Term ~~Loan:~~ Loans to be provided by one or more Lenders (but excluding (i) the ~~Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis,~~ Borrower or any of its Subsidiaries or Affiliates or (ii) ~~the~~ a natural person) (each Lender so agreeing to participate in such Incremental ~~Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing~~ Term Loans, ~~(iii) any such Incremental Term Loan shall be obtained from existing Lenders~~ an “Increasing Lender”), or ~~from other~~ by one or more new banks, financial institutions or ~~investment funds~~other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”); provided that ~~no existing Lender~~ (i) each Augmenting Lender, shall be ~~required~~ subject to ~~participate~~ the approval of the Borrower and the Administrative Agent and (ii) (x) in ~~or fund~~ the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit F hereto. No consent of any Lender (other than the Lenders participating in any Incremental Term Loan) shall be required for any Incremental Term Loans pursuant to this Section 2.20. Incremental Term Loans created pursuant to this Section 2.20 shall be made to the Borrower pursuant to this Section 2.20 and shall become effective on the date (any such effective date, an “Incremental Term Loan Effective Date”) agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and, in each case, the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no tranche of Incremental Term Loans shall become effective under this paragraph unless, (ivi) ~~any such~~ on the Incremental Term Loan ~~shall be in a minimum principal amount~~ Effective Date of ~~$2,500,000~~such Incremental Term Loans, (vA) unless waived by the Required Lenders, the Administrative Agent shall have received a certificate dated such date and executed by a Financial Officer of the Borrower certifying that (1) the ~~proceeds~~ representations and warranties of ~~any~~ the ~~Incremental Term Loan will be used for the purposes~~ Borrower set forth in ~~Section 3.11~~this Agreement are true and correct in all material respects (or in all respects if such representation or warranty is qualified by materiality or Material Adverse Effect) on such date (unless such representation and warranty relates to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) and (vi2) at the time and after giving effect to such Incremental Term Loans, no Default or Event of Default shall have occurred and be continuing and (B) the Borrower shall ~~execute~~ be in compliance (on a ~~Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of~~ Pro Forma Basis reasonably acceptable to the ~~Incremental Term Loan, (vii~~Administrative Agent) with the ~~conditions to Extensions of Credit~~ covenants contained in Section ~~4.2 shall have been satisfied,~~ 6.12 and (~~viii~~ii) the Administrative Agent shall have received ~~an opinion or opinions (including~~documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such Incremental Term Loan. On the Incremental Term Loan Effective Date of any Incremental Term Loans, ~~if reasonably requested~~ each relevant Increasing Lender and Augmenting Lender participating in such tranche of Incremental Term Loans shall make such Incremental Term Loans to the Borrower in Dollars by making such amounts available to the Administrative Agent’s designated account in immediately available funds not later than the time specified by the Administrative Agent. The Incremental Term Loans (a) shall rank pari passu in right of payment with the initial Term Loans and any other Incremental Term Loans, ~~local counsel opinions~~(b) ~~of counsel for~~ shall mature on the ~~Credit Parties, addressed~~ Maturity Date and not have any amortization and (c) shall be deemed to be Term Loans hereunder and shall be subject to the ~~Administrative Agent~~ terms and conditions of, and shall be evidenced by, this Agreement. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the ~~Lenders, in form and substance acceptable~~ part of any Lender to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such provide Incremental Term Loan on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, Loans at any ~~amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan therein~~time.

Appears in 1 contract

Samples: Loan Agreement (Universal Corp /Va/)

Incremental Term Loans. ~~Subject~~ The Borrower may, upon five (5) Business Days’ notice to the ~~terms and conditions set forth herein~~Administrative Agent, request a commitment for an additional term loan from the Lenders or by adding one or more lenders, determined by the Borrower ~~shall have the right~~in its sole discretion, ~~at any time and from time to time prior~~ subject to the ~~earlier~~ consent of the Administrative Agent (~~A) the Maturity Date~~ such consent not to be unreasonably withheld), which lender or lenders are willing to commit to such increase (each such lender, a “New Lender,” and ~~(B) the time the Term Loan is repaid in full~~such commitment, ~~to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (~~an “Incremental Term ~~Loan~~Loan Commitment”~~) by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan:~~ ); provided, however, that (i) the Borrower may not request an Incremental Term Loan ~~shall constitute Credit Party Obligations~~ Commitment after the occurrence and ~~will be secured and guaranteed with~~ during the ~~other Credit Party Obligations on a pari passu basis~~continuance of an Event of Default, ~~(ii) the Incremental Term Loan shall be entitled~~ including, without limitation, any Event of Default that would result after giving effect to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (ivii) ~~any such~~ each Incremental Term Loan Commitment shall be in an amount not less than $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (iii) the aggregate amount of all Incremental Term Loan Commitments shall not exceed $1,000,000,000. Such notice to the Administrative Agent shall describe the amount and intended disbursement date of the Incremental Term Loan ~~shall~~ to be ~~in a minimum principal amount of $2,500,000, (v) the proceeds of any the~~ made pursuant to such Incremental Term Loan ~~will be used for the purposes set forth in Section 3.11,~~ Commitments. An Incremental Term Loan Commitment shall become effective upon (via) the ~~Borrower shall execute~~ execution by each applicable New Lender of a ~~Term Note in favor~~ counterpart of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed this Agreement and delivering such counterpart to the Administrative Agent and ~~the Lenders, in form and substance acceptable to the Administrative Agent,~~ (ixb) receipt by the Administrative Agent ~~shall have received from~~ of a certificate of a responsible officer of the ~~Borrower updated financial projections and an officer’s certificate~~Borrower, ~~in each case in form and substance reasonably satisfactory to~~ dated as of the ~~Administrative Agent, demonstrating that, after giving effect to any~~ date such Incremental Term Loan ~~on a Pro Forma Basis~~Commitments are proposed to take effect, certifying that as of such date each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, and no Default then exists. Over the term of the Agreement the Borrower ~~will be in compliance with the financial covenants set forth in Section 5.9. The Borrower~~ may ~~invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such~~ request Incremental Term Loan ~~not taken by existing Lenders~~Commitments no more than four (4) times. Notwithstanding anything to the contrary herein, ~~provided that such other banks, financial institutions and investment funds~~ no Lender shall ~~enter into such joinder agreements~~ be required to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new provide an Incremental Term Loan ~~therein~~Commitment pursuant to this Section 2.13.

Appears in 1 contract

Samples: Assignment and Assumption (American Tower Corp /Ma/)

Incremental Term Loans. ~~Subject to the terms~~ The Borrowers and ~~conditions set forth herein, the Borrower shall have the right, at~~ any ~~time~~ one or more Lenders (including any Person not previously a Lender hereunder who executes and from time to time prior to the earlier of (A) the Maturity Date and (B) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (an “Incremental Term Loan”) by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on delivers a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested joinder agreement executed by the ~~Administrative Agent~~Borrowers, ~~local counsel opinions) of counsel for the Credit Parties, addressed to~~ the Administrative Agent and ~~the Lenders~~such Lender, in form and substance reasonably acceptable to each of them), which Lenders are reasonably acceptable to the Administrative Agent, may agree, upon at least thirty (ix30) ~~the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory~~ days’ prior notice to the Administrative Agent, ~~demonstrating that~~that such Lenders shall make one or more additional term loans available to the Borrowers under this clause (b) of Section 2.1.1 (each, an “Incremental Term Loan” and collectively, the “Incremental Term Loans”; each commitment thereunder an “Incremental Term Loan Commitment” and collectively, the “Incremental Term Loan Commitments”) on substantially the same terms and subject to substantially the same conditions as the Term Loans. Any Incremental Term Loan shall be documented by an amendment or supplement to, or a restatement of, this Agreement, setting forth the specific terms and conditions of the Incremental Term Loan Facility, which amendment, supplement or restatement shall be signed by the Borrowers and the Lenders providing such Incremental Term Loan Commitments. Notwithstanding the foregoing: (i) the aggregate principal amount of all Incremental Term Loan Commitments shall not exceed the Maximum Incremental Amount; (ii) on a pro forma basis after giving effect to the initial funding of any Incremental Term Loan, the Loan to Value Ratio must be less than 40%; (iii) the maturity date of any Incremental Term Loan shall be the same as the Stated Maturity Date; (iv) no Default or Event of Default shall have occurred and be continuing or result after giving effect to any ~~such~~ Incremental Term ~~Loan on a Pro Forma Basis,~~ Loan; (v) the ~~Borrower will~~ Borrowers shall be in compliance on a pro forma basis after giving effect to any Incremental Term Loans with all covenants set forth in this Agreement, including the financial covenants set forth in Section ~~5.9. The Borrower may invite other banks~~7.2.4, ~~financial institutions~~ and ~~investment funds reasonably acceptable~~ such compliance shall be evidenced by a Compliance Certificate delivered to the Administrative ~~Agent~~ Agent; (vi) the proceeds of any Incremental Term Loans shall be used to ~~join this Credit Agreement as Lenders~~ acquire additional Real Property or to refinance the acquisition of additional Real Property purchased with the proceeds of the Revolving Loans which will become or is Collateral hereunder subject to a first priority Lien and security interest in favor of the Administrative Agent, for the ~~portion~~ benefit of the Lender Parties; (vii) with respect to such Real Property to be acquired, the Administrative Agent and each Lender extending an Incremental Term Loan Commitment shall have received and approved an appraisal from American Forest Management or another nationally recognized forestry appraisal firm that is satisfactory to the Administrative Agent; (viii) the weighted average life of any Incremental Term Loan shall be equal to or greater than the remaining weighted average life of the Term Loan, determined as of the initial funding date for such Incremental Term Loan; (ix) to the extent that the applicable interest margins on such Incremental Term Loan exceed by more than 0.25% the applicable interest rate margin for the Term Loan, determined as of the initial funding date for such Incremental Term Loan, the applicable interest rate margin for the Term Loan shall be increased so that the applicable interest rate margin for the Term Loan and for such Incremental Term Loan are equal; (x) any covenant or Event of Default applicable to any Incremental Term Loan that is more restrictive than the equivalent covenant or Event of Default set forth in this Agreement shall be deemed to be applicable to the Loans hereunder; and (xi) the original issue discount and/or the upfront fees applicable to any such Incremental Term Loan shall not be more than 1% of the principal amount of such Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan thereinLoan.

Appears in 1 contract

Samples: Credit Agreement (Wells Timberland REIT, Inc.)

Incremental Term Loans. ~~Subject to the terms and conditions set forth herein, the~~ (a) The Borrower ~~shall have the right,~~ may at any time ~~and~~ or from time to time ~~prior~~ after the Closing Date, by notice to the ~~earlier~~ Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (A) the ~~Maturity Date and (B) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (an~~ “Incremental Term ~~Loan~~Loans”) by be made available under this Agreement to the Borrower or one or more Subsidiary Borrowers; provided that 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. Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of ~~up to~~ $~~5,250,000~~1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). ~~The following terms and conditions shall apply~~ Notwithstanding anything to the ~~Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis~~contrary herein, ~~(ii) the~~ no Incremental Term Loan shall be ~~entitled~~ made if, immediately after giving effect to such Incremental Term Loan, the ~~same voting rights as~~ aggregate outstanding principal amount of the ~~existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing~~ Incremental Term Loans, ~~(iii) any~~ plus the Total Revolving Commitment at such time, would exceed $1,500,000,000. Each Incremental Term Loan shall (a) rank pari passu in right of payment and of security, if any, with the Revolving Credit Loans and the other Incremental Term Loans, if any; (b) be ~~obtained from existing~~ subject to pricing and maturity agreed to by the Borrower and the Lenders providing such Incremental Term Loan; and (c) not be subject to any scheduled or ~~from~~ mandatory principal amortization prior to the Maturity Date (other ~~banks, financial institutions or investment funds~~than customary limited amortization for institutional term loans); provided that no except for pricing and maturity (as limited by the preceding paragraph (c)), the terms and conditions applicable to the Incremental Term Loans will be as set forth in this Agreement unless otherwise approved by the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.28 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loan. In the case of Incremental Term Loans, the Lenders providing such Incremental Term Loans, with the consent of the Administrative Agent, may agree to allow the Borrower and its Subsidiaries and controlled Affiliates to become Eligible Assignees with respect to such Incremental Term Loans under circumstances, terms and conditions to be agreed at the time of incurrence but in all cases subject to Section 10.3(l). Incremental Term Loans may be made and may be provided by any existing Lender ~~shall be required~~ (but no Lender will have an obligation to ~~participate in or fund~~ provide any portion of any Incremental Term Loan) or by any other bank or other financial institution, ~~(iv) any such~~ in each case subject to the ~~Incremental Term Loan shall be in a minimum principal amount~~ written consent of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent to the extent the Administrative Agent would have a right under this Agreement to consent to an assignment of all or any portion of any Lender’s Loans or Revolving Commitment to such existing Lender or bank, or other financial institution (any such other bank or other financial institution being called an “Incremental Lender”). Commitments in respect of Incremental Term Loans shall ~~have received~~ become commitments under this Agreement pursuant to an ~~opinion or opinions~~ amendment (~~including~~an “Incremental Amendment”) to this Agreement and, as appropriate, the other Fundamental Documents, executed by the Borrower, each Lender agreeing to provide such commitment, each Incremental Lender, if ~~reasonably requested by~~ any, and the Administrative Agent. The Incremental Amendment may, with the consent of the Borrower and the Administrative Agent, ~~local counsel opinions~~effect such amendments to this Agreement and the other Fundamental Documents (including the amendment and restatement thereof and to provide Incremental Lenders with appropriate voting and loan assignment rights and other provisions reflecting the terms of the applicable Incremental Facility) as may be necessary or appropriate, in the reasonable opinion of ~~counsel for the Credit Parties, addressed to~~ the Administrative Agent and the ~~Lenders~~Borrower, ~~in form and substance acceptable~~ to effect the ~~Administrative Agent, (ix)~~ provisions of this Section 2.28. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any portion of any Incremental Term Loan unless it so agrees. Each Incremental Lender shall become party to this Agreement upon acceptance by the Administrative Agent ~~shall have received from the Borrower updated financial projections and~~ of an ~~officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any~~ Incremental Lender Supplement signed by such Incremental ~~Term Loan on a Pro Forma Basis,~~ Lender substantially in the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion form of such Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan thereinExhibit G-2.

Appears in 1 contract

Samples: Credit Agreement (Wyndham Worldwide Corp)

Incremental Term Loans. ~~Subject to the terms and conditions set forth herein, the~~ (a) The Borrower ~~shall have the right~~may, at any time and from time to time ~~prior~~ after the Closing Date, request one or more new commitments which may be of the same Class as any outstanding Term Loan (a “Term Loan Increase”) or a new Class of Term Loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”). Any request under this Section 2.2 shall specify the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Lender (but no existing Lender will have an obligation to make any Incremental Term Commitment, nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Term Commitment) or by any Additional Lender (each such existing Lender or Additional Lender providing such Incremental Term Commitment, an “Incremental Term Lender”); provided that the Agent shall have consented (such consent not to be unreasonably conditioned, withheld or delayed) to such Additional Lender’s making such Incremental Term Loans to the ~~earlier~~ extent such consent, if any, would be required under Section 13.2 for an assignment of Term Loans to such Additional Lender. (b) The aggregate principal amount of Incremental Term Loans shall not exceed at the time incurred (i) the aggregate amount of Indebtedness that may be incurred under Section 9.2(b), plus (ii) (A) in the ~~Maturity Date~~ case of Incremental Loans that are secured, the aggregate amount of Indebtedness that may be secured pursuant to clause (dd) of the definition of “Permitted Liens” and (B) ~~the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement~~ in the ~~form~~ case of ~~an increase to~~ Incremental Loans that are unsecured, the ~~Term Loans (an “Incremental Term Loan”) by an~~ aggregate amount of ~~up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will~~ Indebtedness that may be ~~secured and guaranteed with the other Credit Party Obligations on a pari passu basis~~incurred under Section 9.2(p), (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, plus (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal an unlimited additional amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating thatso long as, after giving effect to any such incurrence on a pro forma basis (and after giving effect to any acquisition or other Investment consummated in connection therewith on a pro forma basis), (x) in the case of Incremental Term ~~Loan on a Pro Forma Basis~~Loans that are secured, the ~~Borrower will be~~ Senior Secured Indebtedness Leverage Ratio is no greater than 4.00:1.00 and (y) in ~~compliance with~~ the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion case of ~~such~~ Incremental Term ~~Loan not taken~~ Loans that are unsecured, the Fixed Charge Coverage Ratio is no less than 2.00:1.00; provided, that the aggregate principal amount of Incremental Term Loans incurred and outstanding pursuant to clauses (i) and (ii)(B) above shall reduce the amount of Indebtedness permitted to be incurred under Section 9.2(b) and Section 9.2(p), respectively, and the aggregate principal amount of Incremental Term Loans incurred and outstanding under clause (ii)(A) above shall reduce the amount of Indebtedness that is permitted to be secured by ~~existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements~~ a Lien pursuant to ~~give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf~~ clause (dd) of the ~~Lenders~~definition of “Permitted Liens”; provided, ~~any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate~~ further, that the ~~terms~~ amount of ~~any new~~ secured Incremental Term ~~Loan therein.~~Loans that the Borrower is permitted to incur pursuant to clause (i) 39 [[6024167]]

Appears in 1 contract

Samples: Credit and Guaranty Agreement (United Rentals North America Inc)

Incremental Term Loans. ~~Subject~~ In addition to ~~the terms~~ Borrowings of Revolving Credit Loans, Tranche A Term Loans and ~~conditions set forth herein, the Borrower shall have the right~~Tranche C Term Loans pursuant to paragraphs (a) and (b) above, at any time and from time to time prior to the ~~earlier of (A) the Maturity Date and (B) the time the~~ Term Loan ~~is repaid in full~~Maturity Date, the Borrower may request that one or more Persons (which may include the Lenders) offer to ~~incur additional Indebtedness under this Credit Agreement in the form of an increase~~ enter into commitments to ~~the Term Loans~~ make term loans (each such loan being herein called an “Incremental Term Loan”) under this paragraph (c), it being understood that if such offer is to be made by any Person that is not already a Lender hereunder, the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 9.04(b) in the event of an ~~aggregate~~ assignment to such Person. In the event that one or more of such Persons offer, in their sole discretion, to enter into such commitments, and such Persons and the Borrower agree as to the amount of up such commitments that shall be allocated to ~~$5,250,000~~the respective Persons making such offers and the fees (if any) to be payable by the Borrower in connection therewith and the amortization and maturity date to be applicable thereto, the Borrower, such Persons and the Administrative Agent shall execute and deliver an appropriate agreement with respect thereto, and such Persons shall become obligated to make Incremental Term Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments as specified in such agreement. The ~~following terms~~ Incremental Term Loans to be made pursuant to any such agreement between the Borrower and ~~conditions~~ one or more Lenders in response to any such request by the Borrower shall ~~apply~~ be deemed to be a separate “Series” of Incremental Term Loans for all purposes of this Agreement. Anything herein to the ~~Incremental Term Loan:~~ contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Term Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall ~~constitute Credit Party Obligations and will~~ be ~~secured and guaranteed with the other Credit Party Obligations on a pari passu basis~~$25,000,000, (ii) the aggregate principal amount of all Incremental Term Loan ~~shall be entitled to the same voting rights as the existing~~ Commitments and Incremental Term Loans ~~and shall be entitled to receive proceeds of prepayments~~ incurred after the Restatement Effective Date, together with any Permitted Indebtedness incurred in accordance with Section 6.07(a)(A) during the period commencing on the ~~same basis as~~ Restatement Effective Date through the ~~existing~~ term of this Agreement, shall Credit Agreement not exceed $300,000,000 or such higher amount to which the Required Lenders shall have consented, (iii) the final maturity for the Incremental Term Loans of any Series shall not be earlier than the Term Loan Maturity Date for Tranche C Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) ~~any such~~ the ~~Incremental Term Loan shall be~~ weighted average life to maturity (determined in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably manner satisfactory to the Administrative Agent~~, demonstrating that, after giving effect to any such~~ ) of the Incremental Term ~~Loan on a Pro Forma Basis~~Loans of any Series at the time of the making thereof shall not be shorter than the then-remaining weighted average life to maturity (so determined) of the Tranche C Term Loans and (v) except for the amortization and interest rate to be applicable thereto, and any fees to be paid in connection therewith, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term ~~Loan not taken by existing Lenders~~Loans of any Series shall have the same terms as the Tranche C Term Loans, provided that ~~such other banks, financial institutions and investment funds~~ in no event shall ~~enter into such joinder agreements to give effect thereto as~~ the ~~Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf~~ sum of the ~~Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms~~ aggregate amount of ~~any new~~ Incremental Term ~~Loan therein~~Loans incurred after the Restatement Effective Date, the aggregate amount of increases in Revolving Credit Commitments effected pursuant to Section 2.06(e) and the aggregate amount of Permitted Indebtedness incurred in accordance with Section 6.07(a)(A), together with the aggregate amount of Indebtedness incurred pursuant to Section 5(b) of the Pledge Agreement, exceed $300,000,000 or such higher amount to which the Required Lenders shall have consented.

Appears in 1 contract

Samples: Credit Agreement (Morris Publishing Group LLC)

Incremental Term Loans. ~~Subject to~~ and the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time prior to the earlier of (A) the Maturity Date and (B) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (an “Incremental Term Loan”) by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund credit facility for making any Incremental Term ~~Loan, (iv) any such~~ Loans is hereinafter referred to as the "Incremental Term ~~Loan shall be~~ Facility") on not more than 3 occasions and in a minimum principal ~~amount~~ amounts of $~~2,500,000~~5,000,000 and integral multiples of $1,000,000 in excess thereof (or such other lower amount as may be agreed by the Agents); provided, that (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viiii) the Administrative Agent shall have received ~~an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel~~ a written request for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan not later than 1:00 p.m. (New York City time) on the date which is 10 Business Days prior to the date of the proposed Incremental Term Loan, (ii) all conditions set forth in Section 5.02 shall have been satisfied and the Administrative Borrower shall have delivered to the Collateral Agent a certificate from an Authorized Officer certifying as to matters set forth in Section 5.02(a), (iii) the Administrative Borrower shall have delivered a certificate of the chief financial officer of the Administrative Borrower, demonstrating on a ~~Pro Forma Basis~~pro forma basis, as of the ~~Borrower will be~~ end of the most recently ended fiscal quarter for which internally prepared financial statements are available and for the 12 calendar months (on a quarter-by-quarter basis) following the proposed date of making the Incremental Term Loans (A) that the Leverage Ratio of the Parent and its Subsidiaries is equal to or less than 0.25 below the then applicable Leverage Ratio level set forth in Section 7.03(a) and (B) compliance with ~~the financial~~ all then applicable covenants set forth in Section ~~5.9. The Borrower may invite~~ 7.03, (iv) the Borrowers shall have delivered or cause to be delivered any legal opinions, resolutions and other ~~banks, financial institutions~~ customary closing documents and ~~investment funds~~ certificates reasonably ~~acceptable~~ requested by any Agent in connection with such transaction and (v) any closing fee or other amounts payable to the ~~Administrative Agent~~ Agents and the Lenders pursuant to ~~join this Credit Agreement as Lenders hereunder for~~ the ~~portion of such~~ applicable Incremental ~~Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds~~ Facility Amendment shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan thereinhave been paid.

Appears in 1 contract

Samples: Financing Agreement (Alj Regional Holdings Inc)

Incremental Term Loans. ~~Subject to the terms and conditions set forth herein, the~~ (i) The Borrower shall have the ~~right~~right to send to the Administrative Agent, ~~at any time and from time to time~~ after the Closing Date but on or prior to the ~~earlier~~ Closing Date Term Loan Maturity Date, a Facility Increase Notice to request an increase in the aggregate principal amount of ~~(A) the Maturity Date and (B) the time~~ the Term Loan ~~is repaid in full,~~ Facility (each a “Facility Increase”) to ~~incur~~ be effectuated by the disbursement of one or more additional ~~Indebtedness under this Credit Agreement in the form of an increase to the~~ Term Loans (each an “Incremental Term Loan”) ~~by an~~ in excess of the Closing Date Term Loans, in a principal amount not to exceed $200,000,000 in the aggregate ~~amount of up to $5,250,000~~for all such requests. The ~~following~~ Administrative Agent shall promptly notify each Lender of the proposed Facility Increase and of the proposed terms and conditions ~~shall apply to~~ therefor agreed between the ~~Incremental Term Loan:~~ Borrower and the Administrative Agent. Each such Lender (iand each of their Affiliates and Approved Funds) ~~the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis~~may, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loansin its sole discretion, ~~(iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required~~ commit to participate in ~~or fund any Incremental Term Loan, (iv) any~~ such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested Facility Increase by ~~the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed~~ forwarding its commitment therefor to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent ~~is authorized~~ shall allocate, in its discretion (after consultation with the Borrower) but in amounts not to ~~enter into~~exceed for each such Lender the commitment received from such Lender, ~~on behalf~~ Affiliate or Approved Fund, the Term Loan Commitments to be made as part of the Facility Increase to the Lenders from which it has received such written commitments; provided, however, the Administrative Agent shall be entitled, after consultation with the Borrower, to allocate to any Eligible Assignee any amount of such Facility Increase whether or not it has obtained commitments from existing Lenders. Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each a “Facility Increase Date”), ~~any amendment to this Credit Agreement or any other Credit Document as may~~ which shall be ~~necessary to incorporate the terms of any new Incremental~~ Term Loan ~~therein.~~Agreement Collective Brands Finance, Inc.

Appears in 1 contract

Samples: Pledge and Security Agreement (Collective Brands, Inc.)

Incremental Term Loans. ~~Subject to~~ (a) At any time after the ~~terms and conditions set forth herein~~Closing Date, the Borrower ~~shall have the right, at any time and from time to time prior~~ may by written notice to the ~~earlier~~ Administrative Agent elect to request the establishment of one or more incremental term loan commitments (~~A) the Maturity Date and (B) the time the Term Loan is repaid in full~~any such incremental term loan commitment, ~~to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (~~an “Incremental Term ~~Loan~~Loan Commitment”) ~~by an aggregate amount of up~~ to ~~$5,250,000. The following terms and conditions shall apply to the Incremental Term Loan:~~ make one or more incremental term loans under (i) the Term Loan Facility (each such loan, an “Incremental Term ~~Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis,~~ Increase”) or (ii) ~~the~~ a newly established tranche of term loans (each newly established tranche, an “Incremental Term ~~Loan shall be entitled to~~ Facility”, and, together with each Incremental Term Increase, the ~~same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing~~ “Incremental Term Loans, ”); provided that (~~iii~~1) ~~any~~ the total aggregate principal amount for all such Incremental Term Loan Commitments shall ~~be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund~~ not (as of any date of incurrence thereof) exceed the Maximum Incremental Amount at such time and (2) the total aggregate amount for each Incremental Term ~~Loan,~~ Loan Commitment (~~iv) any such~~ and the Incremental Term ~~Loan~~ Loans made thereunder) shall not be in less than a minimum principal amount of $~~2,500,000~~50,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (v1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the ~~proceeds of~~ Borrower proposes that any ~~the~~ Incremental Term Loan ~~will~~ Commitment shall be ~~used for~~ effective, which shall be a date not less than ten (10) Business Days after the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions date on which such notice is delivered to ~~Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the~~ Administrative Agent ~~shall have received an opinion~~ (or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance such earlier date after such notice is delivered as is acceptable to the Administrative Agent). The Borrower may invite any Lender, ~~(ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate~~any Affiliate of any Lender and/or any Approved Fund, ~~in each case in form and substance~~ and/or any other Person reasonably satisfactory to the Administrative Agent, ~~demonstrating that~~to provide an Incremental Term Loan Commitment (any such Person, ~~after giving effect~~ an “Incremental Lender”). Any proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan ~~on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9~~Commitment. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Any Incremental Term Loan ~~not taken by existing Lenders,~~ Commitment shall become effective as of such Increased Amount Date; provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan therein.that:

Appears in 1 contract

Samples: Intercreditor Agreement (Beacon Roofing Supply Inc)

Incremental Term Loans. ~~Subject~~ In addition to ~~the terms~~ Borrowings of Revolving Credit Loans and ~~conditions set forth herein, the Borrower shall have the right~~Tranche A Term Loans pursuant to paragraphs (a) and (b) above, at any time and from time to time prior to the ~~earlier of (A) the Maturity Date and (B) the time the~~ Term Loan ~~is repaid in full~~Maturity Date, the Borrower may request that one or more Persons (which may include the Lenders) offer to ~~incur additional Indebtedness under this Credit Agreement in the form of an increase~~ enter into commitments to ~~the Term Loans~~ make term loans (each such loan being herein called an “Incremental Term Loan”) under this paragraph (c), it being understood that if such offer is to be made by any Person that is not already a Lender hereunder, the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 9.04(b) in the event of an ~~aggregate~~ assignment to such Person. In the event that one or more of such Persons offer, in their sole discretion, to enter into such commitments, and such Persons and the Borrower agree as to the amount of up such commitments that shall be allocated to ~~$5,250,000~~the respective Persons making such offers and the fees (if any) to be payable by the Borrower in connection therewith and the amortization and maturity date to be applicable thereto, the Borrower, such Persons and the Administrative Agent shall execute and deliver an appropriate agreement with respect thereto, and such Persons shall become obligated to make Incremental Term Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments as specified in such agreement. The ~~following terms~~ Incremental Term Loans to be made pursuant to any such agreement between the Borrower and ~~conditions~~ one or more Lenders in response to any such request by the Borrower shall ~~apply~~ be deemed to be a separate “Series” of Incremental Term Loans for all purposes of this Agreement. Anything herein to the ~~Incremental Term Loan:~~ contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Term Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall ~~constitute Credit Party Obligations and will~~ be ~~secured and guaranteed with the other Credit Party Obligations on a pari passu basis~~$25,000,000, (ii) the aggregate principal amount of all Incremental Term Loan ~~shall be entitled to the same voting rights as the existing~~ Commitments and Incremental Term Loans ~~and shall be entitled to receive proceeds~~ incurred after the Effective Date, together with (x) the aggregate amount of ~~prepayments~~ Permitted Indebtedness incurred in accordance with Section 6.07(a)(A) during the period commencing on the ~~same basis as~~ Effective Date through the ~~existing~~ term of this Agreement, (y) the aggregate amount of increases in Revolving Credit Commitments effected pursuant to Section 2.06(e) and (z) the aggregate amount of Indebtedness incurred pursuant to Section 5(b) of the Pledge Agreement, shall not exceed $350,000,000 or such higher amount to which the Required Lenders shall have consented, (iii) the final maturity for the Incremental Term Loans of any Series shall not be earlier than the Term Loan Maturity Date for Tranche A Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) ~~any such~~ the ~~Incremental Term Loan shall be~~ weighted average life to maturity (determined in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably manner satisfactory to the Administrative Agent~~, demonstrating that, after giving effect to any such~~ ) of the Incremental Term ~~Loan on a Pro Forma Basis~~Loans of any Series at the time of the making thereof shall not be shorter than the then-remaining weighted average life to maturity (so determined) of the Tranche A Term Loans and (v) except for the amortization and interest rate to be applicable thereto, and any fees to be paid in connection therewith, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term ~~Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds~~ Loans of any Series shall ~~enter into such joinder agreements to give effect thereto~~ have the same terms as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Tranche A Term ~~Loan therein~~Loans.

Appears in 1 contract

Samples: Credit Agreement (Morris Publishing Group LLC)

Incremental Term Loans. ~~Subject~~ The Borrower may by written notice to the ~~terms and conditions set forth herein~~Agent, up to two (2) times during the ~~Borrower~~ term of this Agreement, elect to establish one or more new term loan commitments (the “New Term Loan Commitments”), in an aggregate amount equal to $150,000,000. Each such notice shall ~~have the right, at any time and from time to time prior to the earlier of~~ specify (A) the ~~Maturity Date and~~ date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the ~~time the~~ amount of such New Term Loan Commitments, which must be at least $25,000,000, and (C) the identity of each Lender or other Person that is ~~repaid~~ an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in ~~full~~its sole discretion, to ~~incur additional Indebtedness under this Credit Agreement in the form~~ provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of ~~an increase~~ such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the ~~Term Loans (an “Incremental Term Loan”) by an aggregate amount~~ making of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing any New Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such each of the ~~Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes~~ conditions set forth in Section ~~3.11,~~ 5.2 shall be satisfied; (vi3) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in pro forma compliance with the ~~financial~~ covenants set forth in Section ~~5.9~~9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The ~~Borrower may invite other banks, financial institutions~~ Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and ~~investment funds reasonably acceptable~~ in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the ~~Administrative Agent~~ existing Term Loans. In any event, the upfront fees applicable to ~~join this Credit Agreement as Lenders hereunder for~~ the ~~portion of such Incremental~~ New Term Loans shall be determined by the Borrower and the applicable New Term Loan ~~not taken by existing~~ Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, ~~provided that~~ effect such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment amendments to this ~~Credit~~ Agreement ~~or any~~ and the other ~~Credit Document~~ Loan Documents as may be necessary or appropriate, in the opinion of the Agent to ~~incorporate~~ effect the ~~terms~~ provision of ~~any new Incremental Term Loan therein~~this Section 2.14.

Appears in 1 contract

Samples: Term Loan Agreement (Columbia Property Trust, Inc.)

Incremental Term Loans. ~~Subject to~~ (a) At any time after the ~~terms and conditions set forth herein~~Closing Date, the Borrower ~~shall have the right, at any time and from time to time prior~~ may by written notice to the ~~earlier~~ Administrative Agent elect to request the establishment of one or more incremental term loan commitments (~~A) the Maturity Date and (B) the time the Term Loan is repaid in full~~any such incremental term loan commitment, ~~to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (~~an “Incremental Term ~~Loan~~Loan Commitment”) ~~by an aggregate amount of up~~ to ~~$5,250,000. The following terms and conditions shall apply to the Incremental Term Loan:~~ make one or more incremental term loans under (i) the Term Loan Facility (each such loan, an “Incremental Term ~~Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis,~~ Increase”) or (ii) ~~the~~ a newly established tranche of term loans (each newly established tranche, an “Incremental Term ~~Loan shall be entitled to~~ Facility”, and, together with each Incremental Term Increase, the ~~same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing~~ “Incremental Term Loans, ”); provided that (~~iii~~1) ~~any~~ the total aggregate principal amount for all such Incremental Term Loan ~~shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund~~ Commitments (and any Incremental Equivalent Notes issued concurrently therewith) shall not (as of any date of incurrence thereof (or, in the case of an LCA Election, as of the LCA Test Time)) exceed the Maximum Incremental Amount at such time and (2) the total aggregate amount for each Incremental Term ~~Loan,~~ Loan Commitment (~~iv) any such~~ and the Incremental Term ~~Loan~~ Loans made thereunder) shall not be in less than a minimum principal amount of $~~2,500,000~~50,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (v1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the ~~proceeds of~~ Borrower proposes that any ~~the~~ Incremental Term Loan ~~will~~ Commitment shall be ~~used for~~ effective, which shall be a date not less than ten (10) Business Days after the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions date on which such notice is delivered to ~~Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the~~ Administrative Agent ~~shall have received an opinion~~ (or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance such earlier date after such notice is delivered as is acceptable to the Administrative Agent). The Borrower may invite any Lender, ~~(ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate~~any Affiliate of any Lender and/or any Approved Fund, ~~in each case in form and substance~~ and/or any other Person reasonably satisfactory to the Administrative Agent, ~~demonstrating that~~to provide an Incremental Term Loan Commitment (any such Person, ~~after giving effect~~ an “Incremental Lender”). Any proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan ~~on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9~~Commitment. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Any Incremental Term Loan ~~not taken by existing Lenders,~~ Commitment shall become effective as of such Increased Amount Date; provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan therein.that:

Appears in 1 contract

Samples: Intercreditor Agreement (Beacon Roofing Supply Inc)

Incremental Term Loans. ~~Subject~~ In addition to borrowings of the ~~terms and conditions set forth herein, the Borrower shall have the right~~Initial Term Loans pursuant to Article IV, at any time and from time to time prior to the ~~earlier of (A) the Maturity Date and (B) the time the~~ Term Loan ~~is repaid in full~~Maturity Date, the Borrower may request that one or more Persons (which may include any or all of the Lenders) offer to ~~incur additional Indebtedness under this Credit Agreement in the form of an increase~~ enter into commitments to ~~the Term Loans~~ make term loans (each such loan being herein called an “Incremental Term Loan”); provided, that (a) ~~by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply~~ no Default would exist after giving pro forma effect to the ~~Incremental Term Loan: (i)~~ borrowing or the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive intended use of proceeds of ~~prepayments on the same basis as the existing Term Loans, (iii) any~~ such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (ivb) if such offer is to be made by any ~~such the Incremental Term Loan shall be in~~ Person that is not already a ~~minimum principal amount of $2,500,000~~Lender hereunder, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have ~~received an opinion~~ consented (such consent not to be unreasonably withheld or ~~opinions~~ delayed) to such Person being a Lender hereunder and (~~including~~c) no Lender shall be obligated to make any such offer or participate in any Incremental Term Loans. In the event that one or more of such Persons offer, in their sole discretion, to enter into such commitments, and such Persons and the Borrower agree as to the amount of such commitments that shall be allocated to the respective Persons making such offers and the fees (if ~~reasonably requested~~ any) to be payable by the ~~Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent~~ Borrower in connection therewith and the ~~Lenders~~interest rate, ~~in form~~ amortization, maturity date and ~~substance acceptable~~ loan call protection to be applicable thereto, the ~~Administrative Agent~~Borrower, ~~(ix)~~ such Persons and the Administrative Agent shall ~~have received from the Borrower updated financial projections~~ execute and deliver an ~~officer’s certificate~~Incremental Term Loan Addendum with respect thereto, and such Persons shall become obligated to make Incremental Term Loans under this Agreement in ~~each case in form and substance reasonably satisfactory~~ an amount equal to the ~~Administrative Agent, demonstrating that, after giving effect~~ amount of their respective Incremental Term Loan Commitments as specified in such Incremental Term Loan Addendum. The Incremental Term Loans to be made pursuant to any such Incremental Term Loan on Addendum in response to any such request by the Borrower shall be deemed to be a ~~Pro Forma Basis~~separate “Series” of Incremental Term Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (a) the minimum aggregate principal amount of Incremental Term Loan Commitments entered into pursuant to any such request (and, accordingly, the ~~Borrower will~~ minimum aggregate principal amount of any Series of Incremental Term Loans) shall be Ten Million Dollars ($10,000,000), (b) the aggregate principal amount of all Term Loan Commitments shall not exceed One Hundred Fifty Million Dollars ($150,000,000), (c) the sum of (i) the aggregate amount of increases in ~~compliance with~~ the ~~financial covenants set forth~~ Revolving Credit Commitments made pursuant to Section 14.23 plus (ii) the aggregate amount of all Incremental Term Loans shall not exceed Seventy-Five Million Dollars ($75,000,000), (d) the final maturity for the Incremental Term Loans of any Series shall not be earlier than the Term Loan Maturity Date, (e) the weighted average life to maturity (determined in ~~Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable~~ a manner satisfactory to the Administrative ~~Agent~~ Agent) of the Incremental Term Loans of any Series at the time of the making thereof shall not be shorter than the then-remaining weighted average life to ~~join this Credit Agreement as Lenders hereunder~~ maturity (so determined) of the Initial Term Loans and (f) except for the ~~portion of such~~ amortization, maturity date, interest rate and loan call protection to be applicable thereto, and any fees to be paid in connection therewith, the Incremental Term ~~Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds~~ Loans of any Series shall ~~enter into such joinder agreements to give effect thereto~~ have the same terms as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Initial Term ~~Loan therein~~Loans.

Appears in 1 contract

Samples: Credit Agreement (Geo Group Inc)

Incremental Term Loans. ~~Subject~~ In addition to ~~the terms~~ Borrowings of Revolving Credit Loans and ~~conditions set forth herein, the Borrower shall have the right~~Tranche B Term Loans pursuant to paragraphs (a) and (b) above, at any time and from time to time prior to the ~~earlier of (A) the Maturity Date and (B) the time the~~ Term Loan ~~is repaid in full~~Maturity Date, the Borrower may request that one or more Persons (which may include the Lenders) offer to ~~incur additional Indebtedness under this Credit Agreement in the form of an increase~~ enter into commitments to ~~the Term Loans~~ make term loans (each such loan being herein called an “Incremental Term Loan”) under this paragraph (c), it being understood that if such offer is to be made by any Person that is not already a Lender hereunder, the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 9.04(b) in the event of an ~~aggregate~~ assignment to such Person. In the event that one or more of such Persons offer, in their sole discretion, to enter into such commitments, and such Persons and the Borrower agree as to the amount of up such commitments that shall be allocated to ~~$5,250,000~~the respective Persons making such offers and the fees (if any) to be payable by the Borrower in connection therewith and the amortization and maturity date to be applicable thereto, the Borrower, such Persons and the Administrative Agent shall execute and deliver an appropriate agreement with respect thereto, and such Persons shall become obligated to make Incremental Term Loans under this Agreement in an amount equal to the amount of their respective Incremental Loan Commitments as specified in such agreement. The ~~following terms~~ Incremental Term Loans to be made pursuant to any such agreement between the Borrower and ~~conditions~~ one or more Lenders in response to any such request by the Borrower shall ~~apply~~ be deemed to be a separate “Series” of Incremental Term Loans for all purposes of this Agreement. Anything herein to the ~~Incremental Term Loan:~~ contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Term Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Loans) shall ~~constitute Credit Party Obligations and will~~ be ~~secured and guaranteed with the other Credit Party Obligations on a pari passu basis~~$25,000,000, (ii) the aggregate principal amount of all Incremental Term Loan Commitments and Incremental Term Loans, together with any Permitted Indebtedness incurred in accordance with Section 6.07(a)(A) after the Effective Date, shall ~~be entitled~~ not exceed $300,000,000 or such higher amount to which the ~~same voting rights as~~ Required Lenders shall have consented, (iii) the ~~existing~~ final maturity for the Incremental Term Loans ~~and~~ of any Series shall not be ~~entitled to receive proceeds of prepayments on~~ earlier than the ~~same basis as the existing~~ Term Loan Maturity Date for Tranche B Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) ~~any such~~ the ~~Incremental Term Loan shall be~~ weighted average life to maturity (determined in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably manner satisfactory to the Administrative Agent~~, demonstrating that, after giving effect to any such~~ ) of the Incremental Term ~~Loan on a Pro Forma Basis~~Loans of any Series at the time of the making thereof shall not be shorter than the then-remaining weighted average life to maturity (so determined) of the Tranche B Term Loans and (v) except for the amortization and interest rate to be applicable thereto, and any fees to be paid in connection therewith, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term ~~Loan not taken by existing Lenders~~Loans of any Series shall have the same terms as the Tranche B Term Loans, provided that ~~such other banks, financial institutions and investment funds~~ in no event shall ~~enter into such joinder agreements to give effect thereto as~~ the ~~Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf~~ sum of the ~~Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms~~ aggregate amount of ~~any new~~ Incremental Term ~~Loan therein~~Loans, the aggregate amount of increases in Revolving Credit Commitments effected pursuant to Section 2.06(e) and the aggregate amount of Permitted Indebtedness incurred in accordance with Section 6.07(a)(A), together with the aggregate amount of Indebtedness incurred pursuant to Section 5(b) of the Pledge Agreement, exceed $300,000,000 or such higher amount to which the Required Lenders shall have consented.

Appears in 1 contract

Samples: Credit Agreement (Oak Ridger LLC)

Incremental Term Loans. ~~Subject~~ The Borrower may on any date on or after the Restatement Effective Date, by notice to the ~~terms and conditions set forth herein~~Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), increase the ~~Borrower shall have~~ Additional Term Loans hereunder with incremental term loans (the ~~right,~~ "Incremental Term Loans") in an amount not to exceed $200,000,000; provided that at ~~any time and from time to time prior to the earlier of (A) the Maturity Date and (B)~~ the time of the ~~Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form~~ effectiveness of ~~an increase to the Term Loans (an “Incremental Term Loan”) by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the~~ any Incremental Term Loan ~~shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis~~Amendment referred to below, (iia) no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the ~~Incremental Term~~ extensions of credit to be made on such date, (b) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be ~~entitled~~ true and correct in all material respects on and as of such date as if made on and as of such date (except where such representations and warranties expressly relate to ~~the same voting rights as the existing Term Loans~~ an earlier date, in which case such representations and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 warranties shall have been ~~satisfied,~~ true and correct in all material respects as of such earlier date) and (~~viii~~c) the Administrative Agent shall have received ~~an opinion~~ a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. Incremental Term Loans may be made by any existing Lender or ~~opinions (including, if reasonably requested~~ by any other financial institution or any fund that regularly invests in bank loans selected by the ~~Administrative Agent~~Borrower (any such other financial institution or fund being called an "Incremental Lender"), ~~local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix)~~ provided that the Administrative Agent shall have ~~received from~~ consented (not to be unreasonably withheld) to such Lender's or Incremental Lender's making such Incremental Term Loans if such consent would be required under Section 9.6 for an assignment of Loans to such Lender or Incremental Lender. Commitments in respect of Incremental Term Loans shall be made pursuant to an amendment (an "Incremental Term Loan Amendment") to this Agreement and, as appropriate, the ~~Borrower updated financial projections~~ other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Incremental Term Loans, if any, each Incremental Lender, if any, and ~~an officer’s certificate, in each case in form and substance reasonably satisfactory to~~ the Administrative Agent~~, demonstrating that, after giving effect to any such~~ . Any Incremental Term ~~Loan on a Pro Forma Basis~~Loans made hereunder shall be deemed "Additional Term Loans" hereunder and shall be subject to the same terms and conditions applicable to the existing Additional Term Loans. No Lender shall be obligated to provide any Incremental Term Loans, unless it so agrees. On the date of any borrowing of Incremental Term Loans, the Borrower ~~will~~ shall be deemed to have repaid and reborrowed all outstanding Loans as of such date (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in ~~compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable~~ a notice to the Administrative Agent ~~to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan not taken~~ (which notice must be received by ~~existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as~~ the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate in accordance with the terms of ~~any new Incremental Term~~ this Agreement). The deemed payments made pursuant to the immediately preceding sentence in respect of each Eurodollar Loan ~~therein~~shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.14 if the deemed payment occurs other than on the last day of the related Interest Periods.

Appears in 1 contract

Samples: Credit Agreement (Visteon Corp)

Incremental Term Loans. ~~Subject~~ In addition to borrowings of the ~~terms and conditions set forth herein, the Borrower shall have the right~~Initial Term Loans pursuant to Article IV, at any time and from time to time prior to the ~~earlier of (A) the Maturity Date and (B) the time the~~ Term Loan ~~is repaid in full~~Maturity Date, the Borrower may request that one or more Persons (which may include any or all of the Lenders) offer to ~~incur additional Indebtedness under this Credit Agreement in the form of an increase~~ enter into commitments to ~~the Term Loans~~ make term loans (each such loan being herein called an “Incremental Term Loan”) by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds); provided that (a) no ~~existing Lender shall be required~~ Default would exist after giving pro forma effect to ~~participate in~~ the borrowing or ~~fund any~~ the intended use of proceeds of such Incremental Term Loan, (ivb) if such offer is to be made by any ~~such the Incremental Term Loan shall be in~~ Person that is not already a ~~minimum principal amount of $2,500,000~~Lender hereunder, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have ~~received an opinion~~ consented (such consent not to be unreasonably withheld or ~~opinions~~ delayed) to such Person being a Lender hereunder and (~~including~~c) no Lender shall be obligated to make any such offer or participate in any Incremental Term Loans. In the event that one or more of such Persons offer, in their sole discretion, to enter into such commitments, and such Persons and the Borrower agree as to the amount of such commitments that shall be allocated to the respective Persons making such offers and the fees (if ~~reasonably requested~~ any) to be payable by the ~~Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent~~ Borrower in connection therewith and the ~~Lenders~~interest rate, ~~in form~~ amortization, maturity date and ~~substance acceptable~~ loan call protection to be applicable thereto, the ~~Administrative Agent~~Borrower, ~~(ix)~~ such Persons and the Administrative Agent shall ~~have received from the Borrower updated financial projections~~ execute and deliver an ~~officer’s certificate~~Incremental Term Loan Addendum with respect thereto, and such Persons shall become obligated to make Incremental Term Loans under this Agreement in ~~each case in form and substance reasonably satisfactory~~ an amount equal to the ~~Administrative Agent, demonstrating that, after giving effect~~ amount of their respective Incremental Term Loan Commitments as specified in such Incremental Term Loan Addendum. The Incremental Term Loans to be made pursuant to any such Incremental Term Loan on Addendum in response to any such request by the Borrower shall be deemed to be a ~~Pro Forma Basis~~separate “Series” of Incremental Term Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (a) the minimum aggregate principal amount of Incremental Term Loan Commitments entered into pursuant to any such request (and, accordingly, the ~~Borrower will~~ minimum aggregate principal amount of any Series of Incremental Term Loans) shall be Ten Million Dollars ($10,000,000), (b) the aggregate principal amount of all Term Loan Commitments shall not exceed Five Hundred Fifteen Million Dollars ($515,000,000), (c) the sum of (i) the aggregate amount of increases in ~~compliance with~~ the ~~financial covenants set forth~~ Revolving Credit Commitments made pursuant to Section 14.22 plus (ii) the aggregate amount of all Incremental Term Loans shall not exceed One Hundred Fifty Million Dollars ($150,000,000), (d) the final maturity for the Incremental Term Loans of any Series shall not be earlier than the Term Loan Maturity Date, (e) the weighted average life to maturity (determined in ~~Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable~~ a manner satisfactory to the Administrative ~~Agent~~ Agent) of the Incremental Term Loans of any Series at the time of the making thereof shall not be shorter than the then-remaining weighted average life to ~~join this Credit Agreement as Lenders hereunder~~ maturity (so determined) of the Initial Term Loans and (f) except for the ~~portion of such~~ amortization, maturity date, interest rate and loan call protection to be applicable thereto, and any fees to be paid in connection therewith, the Incremental Term ~~Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds~~ Loans of any Series shall ~~enter into such joinder agreements to give effect thereto~~ have the same terms as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Initial Term ~~Loan therein~~Loans.

Appears in 1 contract

Samples: Credit Agreement (Geo Group Inc)

Incremental Term Loans. ~~Subject~~ (a) The Borrower may, within twenty (20) Business Days after the Closing Date (or such longer period acceptable to the ~~terms~~ Administrative Agent in its sole discretion), request the establishment of additional term loan commitments, and ~~conditions set forth herein~~the term loans related thereto (the “Incremental Term Loans”) shall be documented as (and for all purposes under this Agreement and the other Loan Documents constitute) Term Loans (a “Term Loan Increase”) in an aggregate principal amount not in excess of $250,000,000 and not less than $100,000,000 individually (or such lesser amount as may be approved by the Administrative Agent). The Borrower may approach any Lender or any Person (other than a natural Person) to provide all or a portion of any Term Loan Increase; provided that any Lender offered or approached to provide all or a portion of such Term Loan Increase may elect or decline, in its sole discretion, to provide all or a portion thereof, and the Borrower shall have ~~the right, at~~ no obligation to approach any ~~time and from time~~ existing Lender to ~~time prior to the earlier~~ provide all of ~~(A) the Maturity Date and (B) the time the~~ any portion of a Term Loan ~~is repaid in full~~Increase. Any Term Loan Increase shall be effected pursuant to one or more amendments to this Agreement (each, ~~to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (~~an “Incremental ~~Term Loan~~Amendment”) ~~by an aggregate amount of up to $5,250,000. The following terms~~ executed and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested delivered by the ~~Administrative Agent~~Borrower, ~~local counsel opinions) of counsel for the Credit Parties, addressed to~~ the Administrative Agent and the ~~Lenders~~Persons providing such Term Loan Increase, and each of which shall be recorded in ~~form~~ the Register and ~~substance acceptable~~ shall be subject to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants requirements set forth in Section ~~5.9~~5.4(e). ~~The Borrower may invite other banks~~No Lender shall have any obligation to provide all or any portion of any Term Loan Increase pursuant to this Section 2.14(a). For the avoidance of doubt, ~~financial institutions and investment funds reasonably acceptable~~ the 2021 Incremental Term Loans made pursuant to the ~~Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such~~ First Amendment constitute Incremental Term Loans established pursuant to and in accordance with this Section 2.14. For all purposes of this Agreement and the other Loan ~~not taken by existing Lenders~~Documents, ~~provided that such other banks, financial institutions~~ the Incremental Term Loans (including the 2021 Incremental Term Loans) shall constitute Term Loans and ~~investment funds shall enter into such joinder agreements to give effect thereto~~ be part of the same tranche of loans as the ~~Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into,~~ Term Loans incurred on ~~behalf of~~ the ~~Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan therein~~Closing Date.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Incremental Term Loans. Subject to the terms and conditions set forth herein, the Borrower ~~shall have the right~~may, ~~at any time and~~ from time to time ~~prior~~ after the earlier to occur of (x) the termination of all DDTL Commitments and (y) the DDTL Commitment Expiration Date, by written notice to the ~~earlier~~ Administrative Agent (each, an “Incremental Facility Request”), request to add one or more additional tranches of incremental term loan facilities and/or increase the principal amount of the Loans of any existing Class (~~A) the Maturity Date and (B) the time the~~ each, an “Incremental Term Loan ~~is repaid in full~~Commitment” and the term loans thereunder, ~~to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (~~an “Incremental Term Loan”~~) by~~ ; each Incremental Term Loan Commitment is sometimes referred to herein individually as an ~~aggregate amount of up to $5,250,000. The following terms~~ “Incremental Facility” and ~~conditions~~ collectively as the “Incremental Facilities”); provided, that the Aggregate Incremental Amount shall ~~apply to~~ not exceed the Incremental Cap. Any Incremental Term ~~Loan:~~ Loan Commitment may be provided by, subject to Section 2.08(c)(v), (A) any existing Lender or any Affiliate of any Lender and/or (B) any other Person other than any natural person, any Loan Party or to any Affiliate of any Loan Party, or any Person that is a Disqualified Institution (any such Person that provides an Incremental Term Loan Commitment in accordance with this Section 2.08, including, without limitation, clause (c)(v) hereof, an “Incremental Term Loan Lender”). No Lender shall be obligated to provide any Incremental Facility, and the determination to provide such commitments shall be within the sole and absolute discretion of such Lender. Such Incremental Facility Request shall set forth (i) the amount of the Incremental Term Loan ~~shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis~~Commitment being requested, (ii) the date (an “Incremental Effective Date”) on which such Incremental Facility is requested to become effective (which, unless otherwise agreed by Administrative Agent, shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice), and (iii) the Borrower’s proposed potential lenders thereof. Each Incremental Facility and each Incremental Term Loan Lender’s obligation to fund the Incremental Term Loans thereunder shall become effective as of the Incremental Effective Date of such Incremental Facility so long as, after giving effect to such Incremental Facility, the Incremental Term Loans to be made thereunder (assuming that the entire amount of such Incremental Facility is funded), and the application of the proceeds therefrom: subject to Section 1.12, no Default or Event of Default shall exist immediately prior to or after giving effect to such Incremental Facility and the funding of the Incremental Term Loans thereunder; subject to Section 1.12, the representations and warranties of the Loan Parties set forth in this Loan Agreement and each other Loan Document, shall be ~~entitled~~ true and correct in all material respects on and as of the Incremental Effective Date (except to the ~~same voting rights~~ extent that any such representation or warranty is expressly stated to have been made as of an earlier date, in which case, such representation or warranty shall be true and correct in all material respects as of such earlier date); provided that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; subject to Section 1.12, no event, change or condition shall have occurred since December 31, 2019 that has had or could reasonably be expected to have a Material Adverse Effect; subject to Section 1.12, as of the ~~existing~~ last day of the most recently completed Test Period, the Total Net Leverage Ratio recomputed on a pro forma basis for such Incremental Term Loans ~~and~~ shall ~~be entitled to receive~~ not exceed 3.50:1.00; the proceeds of ~~prepayments on the same basis as the existing Term Loans, (iii) any~~ such Incremental Term Loan shall be ~~obtained from existing~~ used in accordance with Section 8.12; on the Incremental Effective Date of such Incremental Facility, after giving effect thereto, Hayfin Lenders ~~or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan,~~ collectively hold not less than 50.1% of the aggregate outstanding principal amount of the Loans (~~iv) any~~ including such ~~the~~ Incremental Term Loan (which, for purposes of this clause (vi), shall be ~~in a minimum principal amount of $2,500,000, (v) the proceeds of any the~~ deemed fully funded on such Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) Effective Date); and the Administrative Agent shall have ~~received an opinion or~~ received: the Incremental Facility Request that sets forth the requested amount and proposed terms of the requested Incremental Facility and the Incremental Effective Date; a certificate of a Responsible Officer certifying as to the foregoing clauses (i), (ii), (iii), (iv) and (v); a Solvency Certificate substantially in the form of Exhibit G duly executed by the chief financial officer of the Borrower confirming the Solvency of the Borrower and of each of the other Loan Parties and their Subsidiaries, taken as a whole, after giving effect to Borrowing of such Incremental Term Loans and the application of the proceeds thereof; legal opinions with respect to customary matters, board resolutions, Notes (~~including, if~~ to the extent requested by the applicable Incremental Term Loan Lenders) and other customary closing certificates reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case ~~in form~~ consistent with those delivered on the Closing Date; guaranty and ~~substance~~ Xxxx reaffirmations as may be reasonably ~~satisfactory to~~ be requested by the ~~Administrative~~ Collateral Agent~~, demonstrating that, after giving effect to any such~~ ; and from each proposed Incremental Term Loan on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable Lender that is not (immediately prior to the effectiveness of the Incremental Facility) a Lender, an Administrative ~~Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan not taken by existing Lenders, provided that~~ Questionnaire and such other ~~banks~~documents, ~~financial institutions~~ information and ~~investment funds shall enter into such joinder agreements to give effect thereto~~ forms (including, without limitation, tax forms) as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new request from such proposed Incremental Term Loan ~~therein~~Lender.

Appears in 1 contract

Samples: Loan Agreement (Mimedx Group, Inc.)

Incremental Term Loans. ~~Subject~~ The US Borrower may by written notice to the ~~terms and conditions set forth herein,~~ Administrative Agent elect to request the ~~Borrower shall have~~ establishment of one or more new term loan commitments (the ~~right, at any time and from time to time prior to the earlier of (A) the Maturity Date and (B) the time the~~ "New Term Loan ~~is repaid~~ Commitments") hereunder, in ~~full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (an “Incremental Term Loan”) by~~ an aggregate amount ~~of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental~~ for all such New Term Loan Commitments not in excess of $100,000,000. Each such notice shall ~~constitute Credit Party Obligations and will be secured and guaranteed with~~ specify the ~~other Credit Party Obligations~~ date (each, an "Increased Amount Date") on ~~a pari passu basis, (ii)~~ which the ~~Incremental~~ US Borrower proposes that the New Term Loan Commitments shall be ~~entitled to the same voting rights as the existing Term Loans and~~ effective, which shall be ~~entitled~~ a date not less than 10 Business Days after the date on which such notice is delivered to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment fundsAdministrative Agent; provided that ~~no existing~~ any Lender ~~shall be required~~ offered or approached to ~~participate in~~ provide all or ~~fund~~ a portion of any ~~Incremental Term Loan, (iv) any such the Incremental~~ New Term Loan Commitments may elect or decline, in its sole discretion, to provide such New Term Loan Commitment. Such New Term Loan Commitments shall ~~be in a minimum principal amount~~ become effective as of ~~$2,500,000,~~ such Increased Amount Date; provided that (v1) 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 pursuant thereto; (2) the proceeds of any ~~the Incremental~~ New Term ~~Loan will~~ Loans shall be used for general corporate purposes of the ~~purposes set forth in Section 3.11,~~ US Borrower and its Subsidiaries (viincluding Permitted Acquistions); (3) the ~~Borrower~~ New Term Loans shall ~~execute a Term Note~~ share ratably in ~~favor of~~ the Collateral and in any ~~new Lender or any existing Lender requesting a Term Note who provides a portion~~ mandatory prepayments of the ~~Incremental~~ existing Term ~~Loan,~~ Loans; (~~vii~~4) ~~the conditions~~ all terms and documentation with respect to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed any New Term Loans which differ from those with respect to the ~~Administrative Agent and~~ Term Loans under the ~~Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent~~ Term Loan Facility shall ~~have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance~~ be reasonably satisfactory to the Administrative Agent; (5) such New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the US Borrower or the CDN Borrower, ~~demonstrating that~~as applicable, ~~after giving effect~~ the Administrative Agent and one or more New Term Loan Lenders; and (6) the US Borrower or the CDN Borrower, as applicable, shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such ~~Incremental~~ transaction. Any New Term Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Term Loans outstanding on the date on which such New Term Loans are made shall be designated as a separate tranche (a "Tranche") of Term Loans for all purposes of this Agreement. On any Increased Amount Date on which any New Term Loan on Commitments become effective, subject to the foregoing terms and conditions, each lender with a ~~Pro Forma Basis~~New Term Loan Commitment (each, a "New Term Loan Lender") shall make a loan to the US Borrower ~~will be~~ or the CDN Borrower, as applicable (a "New Term Loan"), in ~~compliance~~ an amount equal to its New Term Loan Commitment, and shall become a Lender hereunder with respect to such New Term Loan Commitment and the ~~financial covenants~~ New Term Loan made pursuant thereto. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Tranche shall be, except as otherwise set forth in ~~Section 5.9~~the relevant Joinder Agreement, identical to those of the applicable Term Loans. ~~The Borrower may invite~~ Each Joinder Agreement may, without the consent of any other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan not taken by existing Lenders, ~~provided that~~ effect such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment amendments to this ~~Credit~~ Agreement ~~or any~~ and the other ~~Credit Document~~ Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to ~~incorporate~~ effect the ~~terms~~ provisions of ~~any new Incremental Term Loan therein~~this Section 2.28.

Appears in 1 contract

Samples: Credit Agreement (Cogent Management Inc)

Incremental Term Loans. ~~Subject~~ The Borrower may, by written notice to the ~~terms and conditions set forth herein,~~ Administrative Agent on up to four (4) occasions during the ~~Borrower shall have~~ period from the ~~right, at any time and from time~~ Closing Date to ~~time~~ the date that is 30 days prior to the ~~earlier~~ Facility Termination Date, enter into one or more tranches of incremental term loans (~~A) the Maturity Date and (B) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (~~each an “Incremental Term Loan”) by in each case in minimum increments of $25,000,000, and in an amount not to exceed the aggregate amount of up $100,000,000 from one or more additional Lenders (which may include any existing Lender) willing to ~~$5,250,000~~provide all or any applicable portion of such Incremental Term Loans, each in their own discretion. The ~~following terms and conditions~~ Administrative Agent and/or its Affiliates shall ~~apply~~ use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders willing to hold the requested Incremental Term Loans. If Lenders are willing to provide such Incremental Term Loans, the Incremental Term Loans may be made with the consent of only the Borrower, the Administrative Agent (not to be unreasonably withheld, conditioned or delayed), and each new or existing Lender providing all or any applicable portion of such Incremental Term Loan so long as the aggregate outstanding principal amount of all Loans (including all Incremental Tem Loans) does not exceed $365,000,000 less any voluntary reductions of the Commitments after the Closing Date pursuant to Section 2.07(a). Nothing in this Section 2.16 shall constitute or be deemed to constitute an agreement by any Lender to provide Incremental Term Loans. Such Incremental Term Loans shall be evidenced by the execution and delivery of an Amendment Regarding Incremental Term Loans in the form of Exhibit B attached hereto by the Borrower, the Administrative Agent and the new Lender(s) or existing Lender(s) providing such Incremental Term Loan~~: (i)~~ , a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. Notwithstanding the foregoing, no Incremental Term Loan shall ~~constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis,~~ become effective under this Section 2.16 unless (iii) ~~the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments~~ on the ~~same basis as~~ date of such effectiveness, the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes conditions set forth in Section ~~3.11~~4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viiiii) the Administrative Agent shall have received ~~an opinion or opinions (including, if reasonably requested by~~ a certificate of a Responsible Officer of the ~~Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed~~ Borrower as to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any board resolutions evidencing authority for such Incremental Term Loan ~~on a Pro Forma Basis,~~ and as to any changes to the formation documents of the Borrower ~~will~~ since the Closing Date, and (iii) the Borrower shall be in pro forma compliance with the ~~financial~~ covenants set forth in Section ~~5.9~~7.11 after giving effect to the Incremental Term Loans to be made on such date and the application of the proceeds therefrom as if made and applied on such date. The ~~Borrower~~ Incremental Term Loans (i) shall rank pari passu in right of payment with the other Loans, (ii) shall not mature earlier than the Facility Termination Date (but may ~~invite~~ have amortization prior to such date) and (iii) shall be treated substantially the same as (and in any event no more favorably than) the other ~~banks~~Loans. The Amendment Regarding Incremental Term Loan may, ~~financial institutions~~ without the consent of any other Lenders (except as expressly required pursuant to Section 10.01), effect such amendments to this Agreement and ~~investment funds reasonably acceptable to~~ 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 2.16 and such Amendment Regarding Incremental Term Loan may, if applicable, include provisions that are agreed to by Borrower and Administrative Agent with respect to ~~join~~ remedial rights under this ~~Credit~~ Agreement ~~as Lenders hereunder for~~ to ensure that the ~~portion of~~ existing Loans shall not be materially adversely affected by such Incremental Term ~~Loan not taken by existing Lenders~~Loans. In connection with any Incremental Term Loans pursuant to this Section 2.16, ~~provided that~~ any Lender becoming a party hereto shall (1) execute such ~~other banks, financial institutions~~ documents and ~~investment funds shall enter into such joinder~~ agreements ~~to give effect thereto~~ as the Administrative Agent may reasonably ~~request. The~~ request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent ~~is authorized~~ to ~~enter into~~comply with “know your customer” and anti-money laundering rules and regulations, ~~on behalf of~~ including without limitation, the ~~Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan therein~~Act.

Appears in 1 contract

Samples: Term Loan Agreement (Empire State Realty OP, L.P.)

Incremental Term Loans. ~~Subject~~ (a) Borrower may, from time to time, request that the Banks make one or more tranches of additional term loans (the “Incremental Term Loans”) in an aggregate amount no greater than the Total Incremental Term Loan Amount. The Incremental Term Loans pursuant to any such particular request shall be at least an amount (the “Minimum Request”) equal to the ~~terms~~ lesser of (x) $50,000,000 or (y) the Total Incremental Term Loan Amount less the principal amount of any Incremental Term Loans previously made. Borrower shall make each such request by giving written notice to Administrative Agent and ~~conditions~~ Syndication Agent, which notice shall set forth ~~herein~~the amount (which shall be no less than the Minimum Request) of the requested Incremental Term Loans (the “Requested Incremental Term Loans”), a certification of the purpose, in general terms, for which such advance is to be used, and such other information with respect to such Requested Incremental Term Loans as Administrative Agent and Syndication Agent shall reasonably request. Upon receipt of such notice, Administrative Agent shall promptly send a copy of such notice to each Bank. Administrative Agent, Syndication Agent and/or their Affiliates will use commercially reasonable efforts, with the assistance of Borrower, to arrange a syndicate of Banks to make Incremental Term Loans in the amount of the Requested Incremental Term Loans. Any Bank that is a party to this Agreement prior to such Requested Incremental Term Loans, at its sole discretion, may elect to, but shall not have any obligation to, make Incremental Term Loans. In the event that any such Bank does not elect to make such Requested Incremental Term Loans, Administrative Agent, Syndication Agent and/or their Affiliates shall use commercially reasonable efforts to locate additional lenders willing to make such Requested Incremental Term Loans, subject to the approval of any such proposed lender by Borrower, and Borrower may also identify additional lenders willing to hold commitments for the Requested Incremental Term Loans, provided that Administrative Agent shall have the ~~right~~right to approve any such additional lender, ~~at any time and from time to time prior to~~ which approval will not be unreasonably withheld or delayed. The Incremental Term Loans (i) shall rank pari passu in right of payment with the Term Loans, (ii) shall not mature earlier ~~of (A)~~ than the Maturity Date and (Biii) shall be treated substantially the same as (and in any event no more favorably than) the time the Term Loan is repaid in full, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loans (an “Incremental Term Loan”) by an aggregate amount of up to $5,250,000. The following terms and conditions shall apply to the Incremental Term Loan: (i) the Incremental Term Loan shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the Incremental Term Loan shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (iii) any such Incremental Term Loan shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Term Loan, (iv) any such the Incremental Term Loan shall be in a minimum principal amount of $2,500,000, (v) the proceeds of any the Incremental Term Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Term Note in favor of any new Lender or any existing Lender requesting a Term Note who provides a portion of the Incremental Term Loan, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Loan on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Term Loan not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Term Loan therein.

Appears in 1 contract

Samples: Term Loan Agreement (Avalonbay Communities Inc)

Common use of Incremental Term Loans Clause in Contracts