New Incremental Notes. (i) The Borrower may from time to time, upon notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured notes which shall have the same Lien priority as the Obligations (such notes, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance (at the time of issuance); provided, that any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may be requested under this Section 2.19(d). (ii) As a condition precedent to the effectiveness of any New Incremental Notes pursuant to this Section, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (B) such New Incremental Notes shall not be guaranteed by any Person that is not a Guarantor, (C) such New Incremental Notes will be secured only by the Collateral and subject to a Senior Intercreditor Agreement, (D) such New Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Maturity Date, (E) the Weighted Average Life to Maturity of such New Incremental Notes shall not be shorter than that of any outstanding Tranche of Term Loans, and (F) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations). (iii) The effectiveness of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured thereby. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d).
Appears in 5 contracts
Sources: Credit Agreement (Amc Entertainment Holdings, Inc.), Credit Agreement (Amc Entertainment Holdings, Inc.), Credit Agreement (Amc Entertainment Inc)
New Incremental Notes. (ia) The Lead Borrower may from shall have the right, at any time to timeafter the Closing Date, upon written notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured notes which shall have (secured by the same Lien priority as Collateral on an equal and ratable basis with the Obligations (or secured by the Collateral on a second lien basis)) or unsecured notes (such notes, collectively, “New Incremental Notes”); it being understood and agreed, however, that:
(i) in an the aggregate amount not to exceed the Facility Increase Allowance (at the time of issuance); provided, that any such issuance of all New Incremental Notes shall permitted to be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may be requested under issued pursuant to this Section 2.19(d).2.24 shall not exceed the Maximum Incremental Amount at such time;
(ii) As a condition precedent to the effectiveness of any New all Incremental Notes pursuant to this Section, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of Commitment Requirements must be satisfied on the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of any New Incremental Notes) approving or consenting to the effectiveness of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses ;
(B) through (F) have been satisfied, (Biii) such New Incremental Notes shall not be guaranteed by any Person that is not a Guarantor, (CA) such New Incremental Notes will be secured only by the Collateral and subject to a Senior Intercreditor Agreement, (D) such New Incremental Notes shall have a final maturity Maturity Date of no earlier than 91 days after the Latest Maturity DateDate applicable to any Class of Term Loans then outstanding, (EB) have a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for any Class of such New Incremental Notes shall not be shorter than that of any outstanding Tranche of Term LoansLoans then existing, and (FC) such New Incremental Notes shall not be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary assets sale or change of control provisions or (2) to the extent any such mandatory redemption or prepayment is that prepayments are made, to the extent required to be applied under the Loan Documents, first pro rata to the any then existing Class of Term Loans Loan and other Indebtedness that is any senior secured on a pari passu basis with the Obligationsfirst lien New Incremental Notes).;
(iiiiv) The effectiveness of any such New Incremental Notes shall also be subject, rank pari passu in right of payment (subject to the extent reasonably requested applicable provisions of the intercreditor agreement referred to in clause (f) in the case of secured New Incremental Notes), have the same guarantees as the Term Loan Facilities and, if secured, be secured solely by the Administrative Agent, Collateral;
(v) any such secured New Incremental Notes shall be issued subject to receipt by intercreditor arrangements that are reasonably satisfactory to the Administrative Agent and;
(vi) the terms and conditions of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes are customary for similar debt securities in light of then-prevailing market conditions at the time of issuance and in any event are not, taken as a whole, more restrictive to be secured thereby. The Lenders hereby authorize the Lead Borrower and its Restricted Subsidiaries than those set forth in this Agreement (other than with respect to interest rate and redemption provisions), except for covenants and other provisions applicable only to periods after the Latest Maturity Date of any then existing Term Loan Facility that remains outstanding after giving effect to such refinancing (provided that a certificate of a financial officer of the Lead Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the issuance incurrence of such New Incremental Notes, together with a reasonably detailed description of the material terms and conditions of such New Incremental Notes or drafts of the documentation relating thereto, stating that the Lead Borrower has determined in each case on good faith that such terms consistent with and conditions satisfy the requirement set forth in this Section 2.19(d2.24, shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Lead Borrower of its objection during such five (5) Business Day period (including a reasonable description of the basis upon which it objects)).
Appears in 3 contracts
Sources: Credit Agreement (Hemisphere Media Group, Inc.), Credit Agreement (Hemisphere Media Group, Inc.), Credit Agreement (Hemisphere Media Group, Inc.)
New Incremental Notes. (ia) The Borrower Borrowers may from time to time, upon notice to time after the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue Closing Date incur one or more series of senior secured, senior unsecured, senior subordinated, subordinated notes or Extendable Bridge Loans (which notes and/or Extendable Bridge Loans, if secured, are secured notes which shall have by the same Lien priority as Collateral on a pari passu basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notesnotes and/or Extendable Bridge Loans, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Incremental Amount (at the time of issuance); provided that no Event of Default would exist after giving Pro Forma Effect to any such request, subject to Section 1.02(i); provided, further, that any New Loan Commitment established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.15, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent compliant therewith), second, to reduce the amount available under the Prepayment-Based Incremental Facilities and, third, to reduce the maximum amount under the Cash-Capped Incremental Facilities, (B) New Incremental Notes pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facilities and the Prepayment-Based Incremental Facilities, and proceeds from any such issuance incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) the Borrowers may redesignate all or any portion of New Incremental Notes shall originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility as having been incurred under the Ratio-Based Incremental Facility so long as, at the time of such redesignation, the Borrowers would be in a minimum permitted to incur the aggregate principal amount of New Incremental Notes being so redesignated under the lesser Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility, as applicable, by the Dollar amount of such redesignated New Incremental Notes). The Parent Borrower may appoint any Person as arranger of such New Incremental Notes (x) $25,000,000 and such Person (y) the entire amount that who may be requested under this Section 2.19(dthe Administrative Agent, if it so agreed), the “Incremental Notes Arranger”).
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.15, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (Bi) such New Incremental Notes shall not be guaranteed by any Person that is not a GuarantorLoan Party or that does not become a Loan Party and shall not be secured by a lien on any assets of a Loan Party that is not part of the Collateral, (Cii) to the extent secured by the Collateral, such New Incremental Notes will shall be secured only by the Collateral and subject to a Senior Intercreditor Agreementintercreditor arrangements that are reasonably satisfactory to the Incremental Notes Arranger and, if such Incremental Notes Arranger is not the Administrative Agent, the Administrative Agent, (Diii) such New Incremental Notes shall have a final maturity no earlier than 91 days after the then Latest Maturity Date, provided, that Extendable Bridge Loans and Indebtedness Incurred pursuant to the Inside Maturity Date Exception may have a maturity date earlier than the Latest Maturity Date, (Eiv) the Weighted Average Life to Maturity of such New Incremental Notes shall not (A) be shorter than that of any then-existing Term Loan Tranche, or (B) to the extent unsecured, be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (x) customary assets sale, event of loss or similar event or change of control provisions and customary acceleration rights after an event of default or (y) so-called “AHYDO” payments); provided, that, with respect to Extendable Bridge Loans and Indebtedness Incurred pursuant to the Inside Maturity Date Exception, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Tranche of Term Loans, and (Fv) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations) (provided that a certificate of a Responsible Officer of the Parent Borrower delivered to the Incremental Notes Arranger in good faith at least three Business Days prior to the incurrence of such New Incremental Notes, together with a reasonably detailed description of the material terms and conditions of such New Incremental Notes or drafts of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (b).
, shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Incremental Notes Arranger provides notice to the Parent Borrower of its objection during such three Business Day period (iiiincluding a reasonable description of the basis upon which it objects)) The effectiveness and, for the avoidance of any doubt, New Incremental Notes shall also be subject, not benefit from any “most favored nation” pricing protection. Subject to the extent reasonably requested foregoing, the conditions precedent to each such increase shall be agreed to by the Administrative Agent, to receipt by Lenders providing such increase and the Administrative Agent of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured thereby. Borrower.
(c) The Lenders hereby authorize the Administrative Agent Incremental Notes Arranger (and the Lenders hereby authorize the Incremental Notes Arranger to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower Borrowers as may be necessary in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent Incremental Notes Arranger and the Borrower Borrowers in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d2.15, including, for the avoidance of doubt, at the option of the Parent Borrower, any increase in the Applicable Rate relating to any existing Term Facility to bring such Applicable Rate in line with the New Term Facility to achieve fungibility with such existing Term Facility. If the Incremental Notes Arranger is not the Administrative Agent, the actions authorized to be taken by the Incremental Notes Arranger herein shall be done in consultation with the Administrative Agent and, with respect to applicable documentation (including amendments to this Agreement and the other Loan Documents), any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein.
Appears in 2 contracts
Sources: Credit Agreement (Maravai Lifesciences Holdings, Inc.), Credit Agreement (Maravai Lifesciences Holdings, Inc.)
New Incremental Notes. (ia) The Borrower Borrowers, on a joint and several basis, may from time to timetime after the Closing Date, upon notice by the Borrower Representative to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes (which notes, if secured notes which shall have by the same Lien priority as Collateral, are secured on a first lien “equal and ratable” basis with the Liens securing the Obligations or secured on a “junior” basis with the Liens securing the Obligations) and guaranteed only by the guarantors (such notes, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Incremental Amount (at the time of issuance); providedprovided that (i) no Event of Default (subject to Section 1.02(i)) would exist after giving Pro Forma Effect to any such request subject to the Permitted Acquisition Provisions, that and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) a Dollar Amount of $25,000,000 20,000,000 and (y) the entire amount that may be requested under this Section 2.19(d2.17; provided, further, that for any Incremental Commitments established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.17, (A) the Borrowers shall be deemed to have used amounts under the Ratio-Based Incremental Facility (to the extent compliant therewith), prior to utilization of the Prepayment-Based Incremental Facility (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio) and the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (B) such New Loan Commitments and such New Incremental Notes may be incurred under the Ratio-Based Incremental Facility (to the extent compliant therewith), the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction or series of related transactions by, at Borrowers’ option, first calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts substantially concurrently utilized pursuant to the Cash-Capped Incremental Facility, the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.03 (other than any Permitted Additional Debt) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) unless the Borrowers elect otherwise, all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have been incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Indebtedness under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the amount of such redesignated Indebtedness).
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.17, (Ai) the Borrower Representative (on behalf of the Borrowers) shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the BorrowerBorrower Representative, certifying and attaching the resolutions adopted by the each Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness issuance of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses subclauses (Bii) through (Fv) have been satisfiedsatisfied (which certificate shall include supporting calculations demonstrating compliance, if applicable, with the Maximum Leverage Requirement), (Bii) such New Incremental Notes shall not be guaranteed Guaranteed by any Person that is not a Guarantor, but need not be Guaranteed by all Loan Parties, (Ciii) to the extent secured, such New Incremental Notes will shall be secured only by the Collateral and subject to a Senior Intercreditor Agreementintercreditor arrangements that are reasonably satisfactory to the Administrative Agent); (iv) other than in the case of Extendable Bridge Loans/Interim Debt and amounts not in excess of the Inside Maturity Basket at the time of Incurrence, (D) such New Incremental Notes shall have a final maturity no earlier than 91 days after the then Latest Maturity Date, (Ev) other than in the case of Extendable Bridge Loans/Interim Debt and amounts not in excess of the Inside Maturity Basket at the time of Incurrence, the Weighted Average Life to Maturity of such New Incremental Notes shall not (A) be shorter than 91 days after that of any outstanding Tranche then-existing Term Loan Tranche, or (B) to the extent unsecured, be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except customary assets sale or change of Term Loanscontrol provisions), and (Fvi) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations) and (vii) the covenants, events of default, guarantees, collateral and other terms of such New Incremental Notes are customary for similar debt securities in light of then-prevailing market conditions at the time of issuance (it being understood that (x) no New Incremental Notes shall include any financial maintenance covenants (including indirectly by way of a cross-default to this Agreement), but that customary cross-acceleration provisions may be included) and (y) any negative covenants with respect to indebtedness, investments, liens or restricted payments shall be incurrence-based) and in any event are not more restrictive to the Borrowers and their Restricted Subsidiaries than those set forth in this Agreement (other than with respect to interest rate and redemption provisions), except for covenants or other provisions applicable only to periods after the then Latest Maturity Date (provided that a certificate of a Responsible Officer of the Parent Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such New Incremental Notes, together with a reasonably detailed description of the material terms and conditions of such New Incremental Notes or drafts of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrowers of its objection during such five Business Day period (including a reasonable description of the basis upon which it objects) and provided, further, that if the terms of the New Incremental Notes are substantially identical to the Senior Notes or any Permitted Refinancing thereof, the conditions in this clause (b) shall be deemed to be satisfied). Notwithstanding the foregoing, the conditions precedent to each such increase shall be agreed to by the Lenders providing such increase and the Borrowers.
(iiic) The effectiveness issuance of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured therebyand the Borrowers. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower Borrowers as may be necessary or appropriate in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower Representative in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d)2.17.
Appears in 2 contracts
Sources: Credit Agreement (Axalta Coating Systems Ltd.), Credit Agreement (Axalta Coating Systems Ltd.)
New Incremental Notes. (ia) The Borrower Borrowers (or any Borrower) or any Guarantor may from time to timetime after the Closing Date, upon notice by the Borrowers to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes (which notes, if secured notes which shall have by the same Lien priority as Collateral, are secured on a first lien “equal and ratable” basis with the Liens securing the Obligations or secured on a “junior” basis with the Liens securing the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Incremental Amount (at the time of issuance); providedprovided that (i) no Event of Default would exist after giving Pro Forma Effect to any such request, that subject to Section 1.02(i), and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) $25,000,000 20,000,000 (or equivalent Dollar Amount) and (y) the entire amount that may be requested under this Section 2.19(d2.15; provided, further, that any New Loan Commitments established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.15, (A) will count, first, to reduce the amount available under Prepayment-Based Incremental Facilities, second, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio required) and, third, to reduce the maximum amount under the Cash-Capped Incremental Facilities, (B) New Incremental Notes pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facility, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) the Borrower may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility as having been incurred under the Ratio-Based Incremental Facility so long as, at the time of such redesignation, the Borrower would be permitted to incur the aggregate principal amount of Indebtedness being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility by the Dollar Amount of such redesignated Indebtedness). The Borrowers, after consultation with the Administrative Agent, may appoint any Person that is not an Affiliate of any Borrower as arranger of such New Incremental Notes (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Notes Arranger”).
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.15, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (Bi) such New Incremental Notes shall not be guaranteed Guaranteed by any Person that is not a GuarantorLoan Party or that does not become a Loan Party and shall not be secured by a lien on any assets of a Loan Party that is not part of the Collateral, (Cii) to the extent secured by the Collateral, such New Incremental Notes will shall be secured only by the Collateral and subject to a Senior Intercreditor Agreementintercreditor arrangements that are reasonably satisfactory to the Incremental Notes Arranger and, if such Incremental Notes Arranger is not the Administrative Agent, the Administrative Agent, (Diii) such New Incremental Notes shall have a final maturity no earlier than 91 days after the then Latest Maturity Date, (Eiv) the Weighted Average Life to Maturity of such New Incremental Notes shall not (A) be shorter than that the remaining Weighted Average Life to Maturity of any outstanding Tranche then-existing Term Loan Tranche, or (B) to the extent unsecured, be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (x) customary assets sale, event of Term Loansloss or similar event or change of control provisions and customary acceleration rights after an event of default or (y) so-called “AHYDO” payments), and (Fv) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations) and (vi) the covenants and events of default are no more restrictive (other than the Applicable Rate and optional prepayment and redemption terms).
, when taken as a whole, than those under the then-existing Facilities, unless such covenants and events of default are applicable only to periods after the Latest Maturity Date or such covenants and events of default are, in consultation with the Administrative Agent, incorporated into this Agreement (iiior any other applicable Loan Document) The effectiveness for the benefit of any all existing Lenders (to the extent applicable to such Lender) without further amendment requirements (it being understood that (x) no New Incremental Notes shall also include any financial maintenance covenants (including indirectly by way of a cross-default to this Agreement), but that customary cross-acceleration provisions may be subjectincluded and (y) any negative covenants with respect to indebtedness, investments, liens or restricted payments shall be incurrence-based) and (vii) subject to clauses (i) through (vi) above, the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent other terms of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes are customary for similar debt securities in light of then-prevailing market conditions at the time of issuance (provided that a certificate of a Responsible Officer of the Parent Borrower delivered to the Incremental Notes Arranger in good faith at least five Business Days prior to the incurrence of such New Incremental Notes, together with a reasonably detailed description of the material terms and conditions of such New Incremental Notes or drafts of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Incremental Notes Arranger provides notice to the Parent Borrower of its objection during such five Business Day period (including a reasonable description of the basis upon which it objects) and provided, further, that if the terms of the New Incremental Notes are substantially identical to the Senior Notes, the conditions in this clause (b) shall be deemed to be secured therebysatisfied). Notwithstanding the foregoing, the conditions precedent to each such increase shall be agreed to by the Lenders providing such increase and the Parent Borrower.
(c) The Lenders hereby authorize the Administrative Agent Incremental Notes Arranger (and the Lenders hereby authorize the Incremental Notes Arranger to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower Borrowers as may be necessary in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent Incremental Notes Arranger and the Borrower Borrowers in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d2.15. If the Incremental Notes Arranger is not the Administrative Agent, the actions authorized to be taken by the Incremental Notes Arranger herein shall be done in consultation with the Administrative Agent and, with respect to applicable documentation (including amendments to this Agreement and the other Loan Documents), any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein.
Appears in 1 contract
Sources: Credit Agreement (Atotech LTD)
New Incremental Notes. (ia) The Borrower or any Guarantor may from time to timetime after the Closing Date, upon notice by the Borrower to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured secured, senior unsecured, senior subordinated or subordinated notes which shall have the same Lien priority as the Obligations or, in each case, bridge loans in lieu thereof (such notesnotes and/or bridge loans, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Available Incremental Amount (at the time of issuance); provided, that any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may be requested under this Section 2.19(d).
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.15, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (Bi) such New Incremental Notes shall not be guaranteed Guaranteed by any Person Subsidiary of the Borrower that is not a GuarantorLoan Party or that does not become a Loan Party and shall not be secured by a lien on any assets of a Loan Party that is not part of the Collateral, (Cii) to the extent secured by the Collateral, such New Incremental Notes will shall be secured only by the Collateral and subject to a Senior Market Intercreditor Agreement, (Diii) except with respect to Permitted Earlier Maturity Debt and Extendable Bridge Loans, such New Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Maturity DateDate of the 20232024 Term Loan Facility, (Eiv) except with respect to Permitted Earlier Maturity Debt and Extendable Bridge Loans, the Weighted Average Life to Maturity of such New Incremental Notes shall not be shorter than that of any outstanding Tranche of the 20232024 Term Loans, and (F) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations)Loan Facility.
(iiic) The effectiveness of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured thereby. The Lenders hereby authorize the Administrative Agent (and the Lenders hereby authorize the Administrative Agent to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d)2.15.
Appears in 1 contract
New Incremental Notes. (ia) The Borrower Borrowers or any Guarantor may from time to timetime after the Closing Date, upon notice by the Borrower Representative to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes (which notes, if secured notes which shall have by the same Lien priority as Collateral, are secured on a first lien “equal and ratable” basis with the Liens securing the Obligations or secured on a “junior” basis with the Liens securing the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Incremental Amount (at the time of issuance); providedprovided that (i) no Event of Default would exist after giving Pro Forma Effect to any such request subject to the Permitted Acquisition Provisions, that and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) a Dollar Amount of $25,000,000 20,000,000 and (y) the entire amount that may be requested under this Section 2.19(d)2.15; provided, further, that any Incremental Commitments established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.15, (A) will count, first, to reduce the amount available under Prepayment-Based Incremental Facilities, second, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio required prior to the incurrence of such Ratio-Based Incremental Facility) and, third, to reduce the maximum amount under the Cash-Capped Incremental Facilities and (B) New Incremental Notes pursuant to this Section 2.15 may be incurred under both the Ratio-Based Incremental Facilities and the Cash-Capped Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities and then calculating the incurrence under the Cash-Capped Incremental Facilities.
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.15, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (Bi) such New Incremental Notes shall not be guaranteed Guaranteed by any Person that is not a GuarantorLoan Party or that does not become a Loan Party, (Cii) to the extent secured by the Collateral, such New Incremental Notes will shall be secured only by the Collateral and subject to a Senior Intercreditor Agreement, intercreditor arrangements that are reasonably satisfactory to the Administrative Agent); (Diii) such New Incremental Notes shall have a final maturity no earlier than 91 days after the then Latest Maturity Date, (Eiv) the Weighted Average Life to Maturity of such New Incremental Notes shall not (A) be shorter than that of any outstanding Tranche then-existing Term Loan Tranche, or (B) to the extent unsecured, be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (x) customary assets sale, event of Term Loansloss or similar event or change of control provisions and customary acceleration rights after an event of default or (y) AHYDO payments), and (Fv) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations).
) and (iiivi) The effectiveness subject to the Guaranty and Security Principles, the covenants, events of any default, guarantees, collateral and other terms of such New Incremental Notes are customary for similar debt securities in light of then-prevailing market conditions at the time of issuance (it being understood that (x) no New Incremental Notes shall also include any financial maintenance covenants (including indirectly by way of a cross-default to this Agreement), but that customary cross-acceleration provisions may be subjectincluded and (y) any negative covenants with respect to indebtedness, investments, liens or restricted payments shall be incurrence based) (provided that a certificate of a Responsible Officer of the Lux Borrower delivered to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments in good faith at least five Business Days prior to the Collateral Documents providing for incurrence of such New Incremental Notes, together with a reasonably detailed description of the material terms and conditions of such New Incremental Notes or drafts of the documentation relating thereto, stating that the Lux Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrowers of its objection during such five Business Day period (including a reasonable description of the basis upon which it objects) and provided, further, that if the terms of the New Incremental Notes are substantially identical to the Senior Notes, the conditions in this clause (b) shall be deemed to be secured therebysatisfied). Notwithstanding the foregoing, the conditions precedent to each such increase shall be agreed to by the Lenders providing such increase and the Borrowers.
(c) The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower Borrowers as may be necessary or appropriate in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower Representative in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d)2.15.
Appears in 1 contract
Sources: Credit Agreement (Ortho Clinical Diagnostics Holdings PLC)
New Incremental Notes. (ia) The Lead Borrower may from shall have the right, at any time to timeafter the Closing Date, upon written notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured notes which shall have (secured by the same Lien priority as Collateral (other than the Canadian Collateral) on an equal and ratable basis with the Obligations (or secured by the Collateral (other than the Canadian Collateral) on a second lien basis)) or unsecured notes (such notes, collectively, “New Incremental Notes”); it being understood and agreed, however, that (i) in an the aggregate amount not to exceed the Facility Increase Allowance (at the time of issuance); provided, that any such issuance of all New Incremental Notes shall permitted to be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may be requested under issued pursuant to this Section 2.19(d).
2.24 shall not exceed the Maximum Incremental Amount at such time, (ii) As a condition precedent to the effectiveness of any New all Incremental Notes pursuant to this Section, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of Commitment Requirements must be satisfied on the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness of such any New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (Biii) such New Incremental Notes shall not be guaranteed by any Person that is not a Guarantor, (CA) such New Incremental Notes will be secured only by the Collateral and subject to a Senior Intercreditor Agreement, (D) such New Incremental Notes shall have a final maturity Maturity Date of no earlier than 91 days after the Latest Maturity DateDate applicable to any Class of Term Loans then outstanding, (EB) have a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for any Class of such New Incremental Notes shall not be shorter than that of any outstanding Tranche of Term LoansLoans then existing, and (FC) such New Incremental Notes shall not be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary assets sale or change of control provisions or (2) to the extent any such mandatory redemption or prepayment is that prepayments are made, to the extent required to be applied under the Loan Documents, first pro rata to any then existing Class of Term Loan and any senior secured first lien New Incremental Notes), (iv) such New Incremental Notes shall rank pari passu in right of payment (subject to the applicable provisions of the intercreditor agreement referred to in clause (v) in the case of secured New Incremental Notes), have the same guarantees as the Term Loans Loan Facilities and, if secured, be secured solely by the Collateral (other than the Canadian Collateral), (v) any such secured New Incremental Notes shall be issued subject to intercreditor arrangements that are reasonably satisfactory to the Administrative Agent and (vi) the terms and conditions of such New Incremental Notes are customary for similar debt securities in light of then-prevailing market conditions at the time of issuance and in any event are not, taken as a whole, more restrictive to the Lead Borrower and its Restricted Subsidiaries than those set forth in this Agreement (other than with respect to interest rate and redemption provisions), except for covenants and other Indebtedness provisions applicable only to periods after the Latest Maturity Date of any then existing U.S. Term Loan Facility that is secured on remains outstanding after giving effect to such refinancing (provided that a pari passu certificate of a financial officer of the Lead Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such New Incremental Notes, together with a reasonably detailed description of the material terms and conditions of such New Incremental Notes or drafts of the documentation relating thereto, stating that the Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this Section 2.24, shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Lead Borrower of its objection during such five (5) Business Day period (including a reasonable description of the basis with the Obligationsupon which it objects)).
(iiia) The effectiveness of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured thereby. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Lead Borrower as may be necessary in order to secure any New Incremental Notes with the Collateral (other than the Canadian Collateral) and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Lead Borrower in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d)2.24.
Appears in 1 contract
New Incremental Notes. (ia) The Borrower or any Guarantor may from time to timetime after the Closing Date, upon notice by the Borrower to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured secured, senior unsecured, senior subordinated or subordinated notes which shall have the same Lien priority as the Obligations or, in each case, bridge loans in lieu thereof (such notesnotes and/or bridge loans, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Available Incremental Amount (at the time of issuance); provided, that any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may be requested under this Section 2.19(d).
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.15, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (Bi) such New Incremental Notes shall not be guaranteed Guaranteed by any Person Subsidiary of the Borrower that is not a GuarantorLoan Party or that does not become a Loan Party and shall not be secured by a lien on any assets of a Loan Party that is not part of the Collateral, (Cii) to the extent secured by the Collateral, such New Incremental Notes will shall be secured only by the Collateral and subject to a Senior Market Intercreditor Agreement, (Diii) except with respect to Permitted Earlier Maturity Debt and Extendable Bridge Loans, such New Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Maturity DateDate of the Initial Term Loan Facility, (Eiv) except with respect to Permitted Earlier Maturity Debt and Extendable Bridge Loans, the Weighted Average Life to Maturity of such New Incremental Notes shall not be shorter than that of any outstanding Tranche of the Initial Term Loans, and (F) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations)Loan Facility.
(iiic) The effectiveness of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured thereby. The Lenders hereby authorize the Administrative Agent (and the Lenders hereby authorize the Administrative Agent to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d)2.15.
Appears in 1 contract
New Incremental Notes. (ia) The Borrower Borrowers may from time to timetime after the Closing Date, upon notice by the Borrower Representative to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes (which notes, if secured notes which shall have by the same Lien priority as Collateral, are secured on an “equal and ratable” basis with the Liens securing the Obligations or on a junior lien basis to the Facilities (and pari passu or junior to the Liens securing the Second Lien Facility), and guaranteed only by the entities which are or who become Loan Parties (such notes, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Incremental Amount (at the time of issuance); providedprovided that (i) no Event of Default would exist after giving Pro Forma Effect to any such request, that subject to the Permitted Acquisition Provisions, and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of equal to the lesser of (x) $25,000,000 the applicable Threshold Amount and (y) the entire amount that may be requested under this Section 2.19(d)2.15; provided, further, that any New Loan Commitments established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.15, will count towards the Ratio-Based Incremental Facility, Cash-Capped Incremental Facilities and Prepay Incremental Amount as set forth in Section 2.14.
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.15, (Ai) the Borrower Borrowers shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the BorrowerBorrowers, certifying and attaching the resolutions adopted by the each Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness issuance of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses subclauses (Bii) through (Fix) have been satisfiedsatisfied (which certificate shall include supporting calculations demonstrating compliance, if applicable, with the Maximum First Lien Net Leverage Requirement), (Bii) such New Incremental Notes shall not be guaranteed Guaranteed by any Person that is not a GuarantorLoan Party, (Ciii) to the extent guaranteed by any Loan Party or secured by any Collateral, such New Incremental Notes will shall be secured only by the Collateral and subject to a Senior Applicable Intercreditor Agreement, Arrangements); (Div) such New Incremental Notes shall have a final maturity no earlier than 91 days after the then Latest Maturity Date, (Ev) the Weighted Average Life to Maturity of such New Incremental Notes shall not (A) be shorter than that of any outstanding Tranche then-existing Term Loan Tranche, or (B) to the extent unsecured, be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (x) customary assets sale, change of Term Loanscontrol or event of loss or similar event provisions and a customary acceleration right after an event of default or (y) AHYDO payments), and (Fvi) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations), (vii) the covenants and events of default (excluding pricing and optional prepayment and redemption terms) of such New Incremental Notes, when taken as a whole, are no more restrictive than those under any then outstanding Term Facility (except for covenants or other provisions (x) applicable only to periods after the Latest Maturity Date of the then outstanding Term Facility or (y) as are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished without further amendment voting requirements) (it being understood that no New Incremental Notes shall include any financial maintenance covenants (including indirectly by way of a cross-default to this Agreement), but that customary cross-acceleration provisions may be included)), (viii) if secured, such New Incremental Notes shall only be secured by Collateral, and (ix) guarantees, collateral and other terms of such New Incremental Notes are (A) customary for similar debt securities in light of then-prevailing market conditions at the time of issuance) and (B) otherwise reasonably satisfactory to the Administrative Agent (provided that a certificate of a Responsible Officer of the Borrowers delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such New Incremental Notes, together with a reasonably detailed description of the material terms and conditions of such New Incremental Notes or drafts of the documentation relating thereto, stating that the Borrowers have determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower Representative of its objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). Notwithstanding the foregoing, the conditions precedent to each such increase shall be agreed to by the Lenders providing such increase and the Borrowers.
(iiic) The effectiveness issuance of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing to account for such New Incremental Notes to be secured therebyNotes. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower Borrowers as may be necessary or appropriate in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower Borrowers in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d)2.15.
Appears in 1 contract
Sources: First Lien Credit Agreement (Pivotal Acquisition Corp)
New Incremental Notes. (ia) The Borrower Borrowers, on a joint and several basis, may from time to timetime after the Closing Date, upon notice by the Borrower Representative to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes (which notes, if secured notes which shall have by the same Lien priority as Collateral, are secured on a first lien “equal and ratable” basis with the Liens securing the Obligations or secured on a “junior” basis with the Liens securing the Obligations) and guaranteed only by the guarantors (such notes, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Incremental Amount (at the time of issuance); providedprovided that (i) no Event of Default (subject to Section 1.02(i)) would exist after giving Pro Forma Effect to any such request subject to the Permitted Acquisition Provisions, that and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) a Dollar Amount of $25,000,000 20,000,000 and (y) the entire amount that may be requested under this Section 2.19(d2.17; provided, further, that for any Incremental Commitments established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.17, (A) the Borrowers shall be deemed to have used amounts under the Prepayment-Ratio-Based Incremental Facility, if any (to the extent compliant therewith), prior to utilization of the Cash-Capped Incremental Facility and the Ratio-Based Incremental Facility, and the Borrowers shall be deemed to have used the Ratio-Prepayment-Based Incremental Facility (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio) and the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash--Capped Incremental Facility and, (B) such New Loan Commitments pursuant to this Section 2.14 and such New Incremental Notes pursuant to Section 2.17 may be incurred under clauses (x), (y) and (z) abovethe Ratio-Based Incremental Facility (to the extent compliant therewith), the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence under clauses (x), (y) and (z) above may be utilized in a single transaction byor series of related transactions by, at Borrowers’ option, first calculating the incurrence under clause (y)the Ratio-Based Incremental Facility (without inclusion of any amounts substantially concurrently utilized pursuant to the Cash-Capped Incremental Facility, the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.03 (other than any Permitted Additional Debt) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to clause (x)the Cash-Capped Incremental Facility) and then calculating the incurrence under clausethe Cash-Capped Incremental Facility and (xC) unless the Borrowers elect otherwise, all or any portion of Indebtedness originally -139- designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have been incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Indebtedness under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the amount of such redesignated Indebtedness).
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.17, (Ai) the Borrower Representative (on behalf of the Borrowers) shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the BorrowerBorrower Representative, certifying and attaching the resolutions adopted by the each Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness issuance of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses subclauses (Bii) through (Fv) have been satisfiedsatisfied (which certificate shall include supporting calculations demonstrating compliance, if applicable, with the Maximum First Lien Leverage Requirement), (Bii) such New Incremental Notes shall not be guaranteed Guaranteed by any Person that is not a Guarantor, but need not be Guaranteed by all Loan Parties, (Ciii) to the extent secured, such New Incremental Notes will shall be secured only by the Collateral and subject to a Senior Intercreditor Agreementintercreditor arrangements that are reasonably satisfactory to the Administrative Agent); (iv) other than in the case of Extendable Bridge Loans/Interim Debt and amounts not in excess of the Inside Maturity Basket at the time of Incurrence, (D) such New Incremental Notes shall have a final maturity no earlier than 91 days after the then Latest Maturity Date, (Ev) other than in the case of Extendable Bridge Loans/Interim Debt and amounts not in excess of the Inside Maturity Basket at the time of Incurrence, the Weighted Average Life to Maturity of such New Incremental Notes shall not (A) be shorter than 91 days after that of any outstanding Tranche then--existing Term Loan Tranche, or (B) to the extent unsecured, be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except customary assets sale or change of Term Loanscontrol provisions), and (Fvi) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations) and (vii) the covenants, events of default, guarantees, collateral and other terms of such New Incremental Notes are customary for similar debt securities in light of then--prevailing market conditions at the time of issuance (it being understood that (x) no New Incremental Notes shall include any financial maintenance covenants (including indirectly by way of a cross--default to this Agreement), but that customary cross--acceleration provisions may be included) and (y) any negative covenants with respect to indebtedness, investments, liens or restricted payments shall be incurrence--based) and in any event are not more restrictive to the Borrowers and their Restricted Subsidiaries than those set forth in this Agreement (other than with respect to interest rate and redemption provisions), except for covenants or other provisions applicable only to periods after the then Latest Maturity Date (provided that a certificate of a Responsible Officer of the DutchParent Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such New Incremental Notes, together with a reasonably detailed description of the material terms and conditions of such New Incremental Notes or drafts of the documentation relating thereto, stating that the DutchParent Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrowers of its objection during such five Business Day period (including a reasonable description of the basis upon which it objects) and provided, further, that if the terms of the New Incremental Notes are substantially identical to the Senior Notes or any Permitted Refinancing thereof, the conditions in this clause (b) shall be deemed to be satisfied). Notwithstanding the foregoing, the conditions precedent to each such increase shall be agreed to by the Lenders providing such increase and the Borrowers.
(iiic) The effectiveness issuance of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured therebyand the Borrowers. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower Borrowers as may be necessary or appropriate in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower Representative in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d)2.17.
Appears in 1 contract
New Incremental Notes. (ia) The Borrower Borrowers may from time to time, upon notice to time after the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue Closing Date incur one or more series of senior secured, senior unsecured, senior subordinated, subordinated notes or Extendable Bridge Loans (which notes and/or Extendable Bridge Loans, if secured, are secured notes which shall have by the same Lien priority as Collateral on a pari passu basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notesnotes and/or Extendable Bridge Loans, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Incremental Amount (at the time of issuance); provided that no Event of Default would exist after giving Pro Forma Effect to any such request, subject to Section 1.02(i); provided, further, that any New Commitment established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.15, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent compliant therewith) and, second, to reduce the maximum amount under the Cash-Capped Incremental Facilities and (B) New Incremental Notes pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities and the Cash-Capped Incremental Facilities, and proceeds from any such issuance incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility. With respect to any New Incremental Notes that are secured on a pari passu basis in right of payment and security with the Initial Loans, the All-in Yield payable by the Borrowers applicable to such New Incremental Notes shall be determined by the Borrowers and the Lenders providing such New Incremental Notes and shall not be more than 50 basis points higher than the corresponding All-in a minimum Yield payable by the Borrowers for the Initial Loans, unless the All-in Yield with respect to the Initial Loans is increased to the amount necessary so that the difference between the All-in Yield with respect to such New Incremental Notes and the corresponding All-in Yield on the Initial Loans is equal to 50 basis points. The Parent Borrower may appoint any Person as arranger of the lesser of such New Incremental Notes (x) $25,000,000 and such Person (y) the entire amount that who may be requested under this Section 2.19(dthe Administrative Agent, if it so agreed), the “Incremental Notes Arranger”).
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.15, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (Bi) such New Incremental Notes shall not be guaranteed by any Person that is not a GuarantorLoan Party or that does not become a Loan Party and shall not be secured by a lien on any assets of a Loan Party that is not part of the Collateral, (Cii) to the extent secured by the Collateral, such New Incremental Notes will shall be secured only by the Collateral and subject to a Senior Intercreditor Agreementintercreditor arrangements that are reasonably satisfactory to the Incremental Notes Arranger and, if such Incremental Notes Arranger is not the Administrative Agent, the Administrative Agent, (Diii) such New Incremental Notes shall have a final maturity no earlier than 91 days after the then Latest Maturity Date, provided, that Extendable Bridge Loans may have a maturity date earlier than the Latest Maturity Date, (Eiv) the Weighted Average Life to Maturity of such New Incremental Notes shall not (A) be shorter than that of any outstanding Tranche then-existing Tranche, or (B) to the extent unsecured, be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (x) customary assets sale, event of Term loss or similar event or change of control provisions and customary acceleration rights after an event of default or (y) so-called “AHYDO” payments); provided, that, with respect to Extendable Bridge Loans, and the Weighted Average Life to Maturity may be shorter than the longest remaining Weighted Average Life to Maturity of any then outstanding Loans, (Fv) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata (or greater than pro rata) to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations) and (vi) the covenants and events of default of such New Incremental Notes are no more restrictive to the Borrowers and the Subsidiaries (taken as a whole) than those contained in this Agreement (it being understood that (x) no New Incremental Notes shall include any financial maintenance covenants (including indirectly by way of a cross-default to this Agreement), but that customary cross-acceleration provisions may be included and (y) any negative covenants with respect to indebtedness, investments, liens or restricted payments shall be incurrence-based) (provided that a certificate of a Responsible Officer of the Parent Borrower delivered to the Incremental Notes Arranger in good faith at least three Business Days prior to the incurrence of such New Incremental Notes, together with a reasonably detailed description of the material terms and conditions of such New Incremental Notes or drafts of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Incremental Notes Arranger provides notice to the Parent Borrower of its objection during such three Business Day period (including a reasonable description of the basis upon which it objects)) and, for the avoidance of doubt, New Incremental Notes shall not benefit from any “most favored nation” pricing protection. Subject to the foregoing, the conditions precedent to each such increase shall be agreed to by the Lenders providing such increase and the Borrower.
(iiic) The effectiveness Lenders hereby authorize the Incremental Notes Arranger (and the Lenders hereby authorize the Incremental Notes Arranger) to enter into any Applicable Intercreditor Agreement or amendment thereto in order to establish the Lien priority of any New Incremental Notes shall also be subject, to on terms consistent with this Section 2.15. If the extent reasonably requested by Incremental Notes Arranger is not the Administrative Agent, the actions authorized to receipt be taken by the Incremental Notes Arranger herein shall be done in consultation with the Administrative Agent of board resolutionsand, officers’ certificates and/or reaffirmation agreements, with respect to applicable documentation (including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured thereby. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order Documents), any comments to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of documentation reasonably requested by the Administrative Agent and the Borrower in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d)shall be reflected therein.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Maravai Lifesciences Holdings, Inc.)
New Incremental Notes. (ia) The Borrower or any Guarantor may from time to timetime after the Closing Date, upon notice by the Borrower to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured secured, senior unsecured, senior subordinated or subordinated notes which shall have the same Lien priority as the Obligations or, in each case, bridge loans in lieu thereof (such notesnotes and/or bridge loans, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Available Incremental Amount (at the time of issuance); provided, that any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may be requested under this Section 2.19(d).
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.15, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (Bi) such New Incremental Notes shall not be guaranteed Guaranteed by any Person Subsidiary of the Borrower that is not a GuarantorLoan Party or that does not become a Loan Party and shall not be secured by a lien on any assets of a Loan Party that is not part of the Collateral, (Cii) to the extent secured by the Collateral, such New Incremental Notes will shall be secured only by the Collateral and subject to a Senior Market Intercreditor Agreement, (Diii) except with respect to Permitted Earlier Maturity Debt and Extendable Bridge Loans, such New Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Maturity DateDate of the Initial Term Loan Facility or the 2022 Incremental Term Loan Facility, (Eiv) except with respect to Permitted Earlier Maturity Debt and Extendable Bridge Loans, the Weighted Average Life to Maturity of such New Incremental Notes shall not be shorter than that of any outstanding Tranche of the Initial Term Loans, and (F) such New Loan Facility or the 2022 Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations)Loan Facility.
(iiic) The effectiveness of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured thereby. The Lenders hereby authorize the Administrative Agent (and the Lenders hereby authorize the Administrative Agent to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d)2.15.
Appears in 1 contract
New Incremental Notes. (ia) The Borrower may may, from time to timetime after the Closing Date, upon by notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior (1) secured notes (which notes shall have be secured solely by the same Lien priority as Collateral on a pari passu or junior basis with the Obligations Liens securing the Obligations) or (2) senior unsecured, senior subordinated or subordinated notes (such notes, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Incremental Amount (at the time of issuanceissuance (it being understood that the Incremental Amount shall reduce as set forth in Section 2.14(a))); providedprovided that (i) subject to the Permitted Acquisition Provisions, that the conditions set forth in Section 4.02 shall be satisfied as of the date of issuance of New Incremental Notes and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) of $25,000,000 5,000,000 and (y) the entire amount that may be requested under this Section 2.19(d2.15; provided, further, that any New Loan Commitments established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.15, will count towards the Ratio-Based Incremental Facility prior to reducing the maximum amount under the Dollar Capped Incremental Amount (to the extent permitted by the First Lien Net Leverage Ratio calculated on a Pro Forma Basis required prior to the incurrence of such Ratio-Based Incremental Facility) ; provided, however, to the extent that any such New Incremental Notes are unsecured or secured on a junior basis with the Liens securing the Obligations and such New Incremental Notes are permitted not to be treated as Consolidated Funded First Lien Indebtedness pursuant to clause (i) of the proviso to the definition of Maximum First Lien Leverage Requirement, the Restricted Group shall be required to be in compliance, on a Pro Forma Basis, after giving effect to such New Incremental Notes (and otherwise calculated on the same basis as provided in the definition of Maximum First Lien Leverage Requirement), with a Total Net Leverage Ratio that does not exceed 6.25:1.00 as of the date of the most recent financial statements required to be delivered pursuant to Section 6.02(a) or (b).
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.15, (Ai) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness issuance of such New Incremental NotesNotes and the execution and delivery of the related New Incremental Notes Indenture, and certifying that the conditions precedent set forth in the following sub-clauses (Bii) through (Fviii) have been satisfiedsatisfied (which certificate shall include supporting calculations demonstrating compliance, if applicable, with the Maximum First Lien Leverage Requirement and/or the Total Leverage Ratio requirement set forth in clause (a) above) (ii) such New Incremental Notes shall rank pari passu in right of payment and shall be subject to an intercreditor agreement (if secured) or be subordinated on terms satisfactory to the Administrative Agent, (Biii) such New Incremental Notes shall not be guaranteed Guaranteed by any Person that is not a GuarantorLoan Party, (Civ) to the extent secured, such New Incremental Notes will shall be secured only by the Collateral and subject to a Senior Intercreditor Agreementintercreditor arrangements that are reasonably satisfactory to the Administrative Agent), (Dv) such New Incremental Notes shall have a final maturity no earlier than 91 days after the then Latest Maturity Date, (Evi) the Weighted Average Life to Maturity of such New Incremental Notes shall not (A) be shorter than 91 days after that of any outstanding Tranche then-existing Term Loan Tranche, or (B) be subject to any mandatory redemption or prepayment provisions or rights (except customary assets sale or change of Term Loanscontrol provisions), and (Fvii) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations) and (viii) the covenants, events of default, guarantees, collateral and other terms of such New Incremental Notes are customary for similar debt securities in light of then prevailing market conditions at the time of issuance (it being understood that (x) no New Incremental Notes shall include any financial maintenance covenants (including indirectly by way of a cross-default to this Agreement), but that customary cross-acceleration provisions may be included) and (y) any negative covenants with respect to indebtedness, investments, liens or restricted payments shall be incurrence-based) and in any event are not more restrictive to the Borrower and its Restricted Subsidiaries than those set forth in this Agreement (other than with respect to interest rate and redemption provisions), except for covenants or other provisions applicable only to periods after the then Latest Maturity Date (provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such New Incremental Notes, together with a reasonably detailed description of the material terms and conditions of such New Incremental Notes or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period (including a reasonable description of the basis upon which it objects). Notwithstanding the foregoing, the conditions precedent to each such increase shall be agreed to by the Lenders providing such increase and the Borrower.
(iiic) The effectiveness issuance of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured therebyNotes. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d)2.15.
Appears in 1 contract
New Incremental Notes. (ia) The Borrower or any Guarantor may from time to timetime after the Closing Date, upon notice by the Borrower to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured secured, senior unsecured, senior subordinated or subordinated notes which shall have the same Lien priority as the Obligations or loans or, in each case, bridge loans in lieu thereof (such notes, facilities and/or bridge loans, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Available Incremental Amount (at the time of issuance); provided, that any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may be requested under this Section 2.19(d).
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.15, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (Bi) such New Incremental Notes shall not be guaranteed Guaranteed by any Person Subsidiary of the Borrower that is not a GuarantorLoan Party or that does not become a Loan Party and to the extent secured by the Collateral, shall not be secured by a lien on any assets of a Loan Party that is not part of the Collateral, (Cii) to the extent secured by the Collateral, such New Incremental Notes will shall be secured only by the Collateral and subject to a Senior Market Intercreditor Agreement, (Diii) except with respect to Extendable Bridge Loans, such New Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Maturity DateDate of the Initial2025 Term Loan Facility, (Eiv) the Weighted Average Life to Maturity of such New Incremental Notes shall not be shorter than that of any outstanding Tranche of Term Loans, and (F) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations).except
(iiic) The effectiveness of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured thereby. The Lenders hereby authorize the Administrative Agent (and the Lenders hereby authorize the Administrative Agent to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d)2.15.
Appears in 1 contract
Sources: Credit Agreement (V2X, Inc.)
New Incremental Notes. (ia) The Lead Borrower may from shall have the right, at any time to timeafter the First Restatement Effective Date, upon written notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured notes which shall have (secured by the same Lien priority as Collateral (other than the Canadian Collateral, the German Collateral and any U.K. Collateral) on an equal and ratable basis with the U.S. Obligations (or secured by the Collateral (other than the Canadian Collateral, the German Collateral and any U.K. Collateral) on a second lien basis)) or unsecured notes (such notes, collectively, “New Incremental Notes”); it being understood and agreed, however, that (i) in an the aggregate amount not to exceed the Facility Increase Allowance (at the time of issuance); provided, that any such issuance of all New Incremental Notes shall permitted to be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may be requested under issued pursuant to this Section 2.19(d).
2.24 shall not exceed the Maximum Incremental Amount at such time, (ii) As a condition precedent to the effectiveness of any New all Incremental Notes pursuant to this Section, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of Commitment Requirements must be satisfied on the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness of such any New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (Biii) such New Incremental Notes shall not be guaranteed by any Person that is not a Guarantor, (CA) such New Incremental Notes will be secured only by the Collateral and subject to a Senior Intercreditor Agreement, (D) such New Incremental Notes shall have a final maturity Maturity Date of no earlier than 91 days after the Latest Maturity DateDate applicable to any Class of Term Loans then outstanding, (EB) the have a Weighted Average Life to Maturity of such New Incremental Notes shall not be shorter no less than that the longest Weighted Average Life to Maturity as then in effect for any Class of any outstanding Tranche of Term LoansLoans then existing, and (FC) such New Incremental Notes shall not be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary assets sale or change of control provisions or (2) to the extent any such mandatory redemption or prepayment is that prepayments are made, to the extent required to be applied under the Loan Documents, first pro rata to any then existing Class of Term Loan and any senior secured first lien New Incremental Notes), (iv) such New Incremental Notes shall rank pari passu in right of payment (subject to the applicable provisions of the intercreditor agreement referred to in clause (v) in the case of secured New Incremental Notes), have the same guarantees as the Term Loans Loan Facilities and, if secured, be secured solely by the Collateral (other than the Canadian Collateral, the German Collateral and any U.K. Collateral), (v) any such secured New Incremental Notes shall be issued subject to intercreditor arrangements that are reasonably satisfactory to the Administrative Agent and (vi) the terms and conditions of such New Incremental Notes are customary for similar debt securities in light of then-prevailing market conditions at the time of issuance and in any event are not, taken as a whole, more restrictive to the Lead Borrower and its Restricted Subsidiaries than those set forth in this Agreement (other than with respect to interest rate and redemption provisions), except for covenants and other Indebtedness provisions applicable only to periods after the Latest Maturity Date of any then existing U.S. Term Loan Facility that is secured on remains outstanding after giving effect to such refinancing (provided that a pari passu certificate of a financial officer of the Lead Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such New Incremental Notes, together with a reasonably detailed description of the material terms and conditions of such New Incremental Notes or drafts of the documentation relating thereto, stating that the Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this Section 2.24, shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of its objection during such five (5) Business Day period (including a reasonable description of the basis with the Obligationsupon which it objects)).
(iiib) The effectiveness of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured thereby. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Lead Borrower as may be necessary in order to secure any New Incremental Notes with the Collateral (other than the Canadian Collateral, the German Collateral and any U.K. Collateral) and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Lead Borrower in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d)2.24.
Appears in 1 contract
Sources: First Amendment and Restatement Agreement (Spectrum Brands, Inc.)
New Incremental Notes. (ia) The Lead Borrower may from shall have the right, at any time to timeafter the Closing Date, upon written notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured notes which shall have (secured by the same Lien priority as Collateral on an equal and ratable basis with the Obligations (or secured by the Collateral on a second lien basis)) or unsecured notes (such notes, collectively, “New Incremental Notes”); it being understood and agreed, however, that:
(b) in an the aggregate amount not to exceed the Facility Increase Allowance (at the time of issuance); provided, that any such issuance of all New Incremental Notes shall permitted to be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may be requested under this Section 2.19(d).
(ii) As a condition precedent to the effectiveness of any New Incremental Notes issued pursuant to this Section, Section 2.24 shall not exceed the Maximum Incremental Amount at such time;
(Ac) the Borrower shall deliver to the Administrative Agent a certificate dated as of all Incremental Commitment Requirements must be satisfied on the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of any New Incremental Notes) approving or consenting to the effectiveness of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses ;
(B) through (F) have been satisfied, (Bd) such New Incremental Notes shall not be guaranteed by any Person that is not a Guarantor, (CA) such New Incremental Notes will be secured only by the Collateral and subject to a Senior Intercreditor Agreement, (D) such New Incremental Notes shall have a final maturity Maturity Date of no earlier than 91 days after the Latest Maturity DateDate applicable to any Class of Term Loans then outstanding, (EB) have a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for any Class of such New Incremental Notes shall not be shorter than that of any outstanding Tranche of Term LoansLoans then existing, and (FC) such New Incremental Notes shall not be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary assets sale or change of control provisions or (2) to the extent any such mandatory redemption or prepayment is that prepayments are made, to the extent required to be applied under the Loan Documents, first pro rata to any then existing Class of Term Loan and any senior secured first lien New Incremental Notes);
(e) such New Incremental Notes shall rank pari passu in right of payment (subject to the applicable provisions of the intercreditor agreement referred to in clause (f) in the case of secured New Incremental Notes), have the same guarantees as the Term Loans Loan Facilities and, if secured, be secured solely by the Collateral;
(f) any such secured New Incremental Notes shall be issued subject to intercreditor arrangements that are reasonably satisfactory to the Administrative Agent and;
(g) the terms and conditions of such New Incremental Notes are customary for similar debt securities in light of then-prevailing market conditions at the time of issuance and in any event are not, taken as a whole, more restrictive to the Lead Borrower and its Restricted Subsidiaries than those set forth in this Agreement (other than with respect to interest rate and redemption provisions), except for covenants and other Indebtedness provisions applicable only to periods after the Latest Maturity Date of any then existing Term Loan Facility that is secured on remains outstanding after giving effect to such refinancing (provided that a pari passu certificate of a financial officer of the Lead Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such New Incremental Notes, together with a reasonably detailed description of the material terms and conditions of such New Incremental Notes or drafts of the documentation relating thereto, stating that the Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this Section 2.24, shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Lead Borrower of its objection during such five (5) Business Day period (including a reasonable description of the basis with the Obligationsupon which it objects)).
(iiih) The effectiveness of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured thereby. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Lead Borrower as may be necessary in order to secure any New Incremental Notes with the Collateral (other than the Canadian Collateral) and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Lead Borrower in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d)2.24.
Appears in 1 contract
New Incremental Notes. (ia) The Borrower Borrowers may from time to time, upon notice to time after the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue Closing Date incur one or more series of senior secured, senior unsecured, senior subordinated, subordinated notes or Extendable Bridge Loans (which notes and/or Extendable Bridge Loans, if secured, are secured notes which shall have by the same Lien priority as Collateral on a pari passu basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notesnotes and/or Extendable Bridge Loans, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Incremental Amount (at the time of issuance); provided that no Event of Default would exist after giving Pro Forma Effect to any such request, subject to Section 1.02(i); provided, further, that any New Loan Commitment established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.15, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent compliant therewith) and, second, to reduce the maximum amount under the Cash-Capped Incremental Facilities and (B) New Incremental Notes pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities and the Cash-Capped Incremental Facilities, and proceeds from any such issuance incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility. With respect to any New Incremental Notes that are secured on a pari passu basis in right of payment and security with the Initial Term Loans, the All-in Yield payable by the Borrowers applicable to such New Incremental Notes shall be determined by the Borrowers and the Lenders providing such New Incremental Notes and shall not be more than 50 basis points higher than the corresponding All-in a minimum Yield payable by the Borrowers for the Initial Term Loans, unless the All-in Yield with respect to the Initial Term Loans is increased to the amount necessary so that the difference between the All-in Yield with respect to such New Incremental Notes and the corresponding All-in Yield on the Initial Term Loans is equal to 50 basis points. The Parent Borrower may appoint any Person as arranger of the lesser of such New Incremental Notes (x) $25,000,000 and such Person (y) the entire amount that who may be requested under this Section 2.19(dthe Administrative Agent, if it so agreed), the “Incremental Notes Arranger”).
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.15, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (Bi) such New Incremental Notes shall not be guaranteed by any Person that is not a GuarantorLoan Party or that does not become a Loan Party and shall not be secured by a lien on any assets of a Loan Party that is not part of the Collateral, (Cii) to the extent secured by the Collateral, such New Incremental Notes will shall be secured only by the Collateral and subject to intercreditor arrangements that are reasonably satisfactory to the Incremental Notes Arranger and, if such Incremental Notes Arranger is not the Administrative Agent, the Administrative Agent (provided that, if the New Incremental Notes are secured on a Senior junior basis to the Facilities, the First Lien/Second Lien Intercreditor AgreementAgreement shall be deemed satisfactory), (Diii) such New Incremental Notes shall have a final maturity no earlier than 91 days after the then Latest Maturity Date, provided, that Extendable Bridge Loans may have a maturity date earlier than the Latest Maturity Date, (Eiv) the Weighted Average Life to Maturity of such New Incremental Notes shall not (A) be shorter than that of any then-existing Term Loan Tranche, or (B) to the extent unsecured, be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (x) customary assets sale, event of loss or similar event or change of control provisions and customary acceleration rights after an event of default or (y) so-called “AHYDO” payments); provided, that, with respect to Extendable Bridge Loans, the Weighted Average Life to Maturity may be shorter than the longest remaining Weighted Average Life to Maturity of any then outstanding Tranche of Term Loans, and (Fv) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations) and (vi) the covenants and events of default of such New Incremental Notes are no more restrictive to the Borrowers and the Subsidiaries (taken as a whole) than those contained in this Agreement (it being understood that (x) no New Incremental Notes shall include any financial maintenance covenants (including indirectly by way of a cross-default to this Agreement), but that customary cross-acceleration provisions may be included and (y) any negative covenants with respect to indebtedness, investments, liens or restricted payments shall be incurrence-based) (provided that a certificate of a Responsible Officer of the Parent Borrower delivered to the Incremental Notes Arranger in good faith at least three Business Days prior to the incurrence of such New Incremental Notes, together with a reasonably detailed description of the material terms and conditions of such New Incremental Notes or drafts of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Incremental Notes Arranger provides notice to the Parent Borrower of its objection during such three Business Day period (including a reasonable description of the basis upon which it objects)) and, for the avoidance of doubt, New Incremental Notes shall not benefit from any “most favored nation” pricing protection. Subject to the foregoing, the conditions precedent to each such increase shall be agreed to by the Lenders providing such increase and the Borrower.
(iiic) The effectiveness Lenders hereby authorize the Incremental Notes Arranger (and the Lenders hereby authorize the Incremental Notes Arranger) to enter into any Applicable Intercreditor Agreement or amendment thereto in order to establish the Lien priority of any New Incremental Notes shall also be subject, to on terms consistent with this Section 2.15. If the extent reasonably requested by Incremental Notes Arranger is not the Administrative Agent, the actions authorized to receipt be taken by the Incremental Notes Arranger herein shall be done in consultation with the Administrative Agent of board resolutionsand, officers’ certificates and/or reaffirmation agreements, with respect to applicable documentation (including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured thereby. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order Documents), any comments to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of documentation reasonably requested by the Administrative Agent and the Borrower in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d)shall be reflected therein.
Appears in 1 contract
Sources: First Lien Credit Agreement (Maravai Lifesciences Holdings, Inc.)
New Incremental Notes. (ia) The Borrower Borrowers may from time to time, upon notice to time after the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue Closing Date incur one or more series of senior secured, senior unsecured, senior subordinated, subordinated notes or Extendable Bridge Loans (which notes and/or Extendable Bridge Loans, if secured, are secured notes which shall have by the same Lien priority as Collateral on a pari passu basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notesnotes and/or Extendable Bridge Loans, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Incremental Amount (at the time of issuance); provided that no Event of Default would exist after giving Pro Forma Effect to any such request, subject to Section 1.02(i); provided, further, that any New Loan Commitment established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.15, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent compliant therewith), second, to reduce the amount available under the Prepayment-Based Incremental Facilities and, third, to reduce the maximum amount under the Cash-Capped Incremental Facilities, (B) New Incremental Notes pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facilities and the Prepayment-Based Incremental Facilities, and proceeds from any such issuance incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) the Borrowers may redesignate all or any portion of New Incremental Notes shall originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility as having been incurred under the Ratio-Based Incremental Facility so long as, at the time of such redesignation, the Borrowers would be in a minimum permitted to incur the aggregate principal amount of New Incremental Notes being so redesignated under the lesser Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility, as applicable, by the Dollar amount of such redesignated New Incremental Notes). The Parent Borrower may appoint any Person as arranger of such New Incremental Notes (x) $25,000,000 and such Person (y) the entire amount that who may be requested under this Section 2.19(dthe Administrative Agent, if it so agreed), the “Incremental Notes Arranger”).
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.15, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (Bi) such New Incremental Notes shall not be guaranteed by any Person that is not a GuarantorLoan Party or that does not become a Loan Party and shall not be secured by a lien on any assets of a Loan Party that is not part of the Collateral, (Cii) such New Incremental Notes will be to the extent secured only by the Collateral and subject to a Senior Intercreditor AgreementCollateral, (D) such New Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Maturity Date, (E) the Weighted Average Life to Maturity of such New Incremental Notes shall not be shorter than that of any outstanding Tranche of Term Loans, and (F) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except intercreditor arrangements that are reasonably satisfactory to the extent any Incremental Notes Arranger and, if such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations).Incremental Notes
(iiic) The effectiveness of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured thereby. The Lenders hereby authorize the Administrative Agent Incremental Notes Arranger (and the Lenders hereby authorize the Incremental Notes Arranger to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower Borrowers as may be necessary in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent Incremental Notes Arranger and the Borrower Borrowers in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d2.15, including, for the avoidance of doubt, at the option of the Parent Borrower, any increase in the Applicable Rate relating to any existing Term Facility to bring such Applicable Rate in line with the New Term Facility to achieve fungibility with such existing Term Facility. If the Incremental Notes Arranger is not the Administrative Agent, the actions authorized to be taken by the Incremental Notes Arranger herein shall be done in consultation with the Administrative Agent and, with respect to applicable documentation (including amendments to this Agreement and the other Loan Documents), any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein.
Appears in 1 contract
Sources: Credit Agreement (Maravai Lifesciences Holdings, Inc.)
New Incremental Notes. (ia) The Borrower may may, from time to timetime after the Closing Date, upon by notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior (1) secured notes (which notes shall have be secured solely by the same Lien priority as Collateral on a pari passu or junior basis with the Obligations Liens securing the Obligations) or (2) senior unsecured, senior subordinated or subordinated notes (such notes, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Incremental Amount (at the time of issuanceissuance (it being understood that the Incremental Amount shall reduce as set forth in Section 2.14(a))); providedprovided that (i) subject, that in the case of a Limited Condition Acquisition to be funded by the proceeds of such New Incremental Notes, to the Permitted Acquisition Provisions and the Limited Condition Acquisition Proviso, the conditions set forth in Section 4.02 shall be satisfied as of the date of issuance of New Incremental Notes and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) of $25,000,000 5,000,000 and (y) the entire amount that may be requested under this Section 2.19(d2.15; provided, further, that any New Loan Commitments established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.15, will (A) reduce the maximum amount under the Prepay Incremental Amount prior to reducing the maximum amount under the Dollar Capped Incremental Amount or counting towards the Ratio-Based Incremental Facility and (B) count towards the Ratio-Based Incremental Facility prior to reducing the maximum amount under the Dollar Capped Incremental Amount (to the extent permitted by the Secured Net Leverage Ratio calculated on a Pro Forma Basis required prior to the incurrence of such Ratio-Based Incremental Facility); provided, further, that Loans may be incurred under clauses (x), (y) and (z) of the definition of Incremental Amount in a single transaction in any order of use permitted pursuant to clauses (A) and (B) above without, for the avoidance of doubt, being required to include amounts utilized under the Dollar Capped Incremental Amount and/or the Prepay Incremental Amount in the calculation of the Ratio-Based Incremental Facility if such amounts are being used in a single incurrence of New Incremental Notes.
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this Section, Section 2.15:
(i) (A) subject to the Limited Condition Acquisition Proviso, immediately after giving Pro Forma Effect to any such New Incremental Notes, the Borrower shall be in compliance with the financial covenants set forth in Section 7.10, determined on the basis of the financial information most recently delivered (or required to have been delivered) to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such New Incremental Notes had been incurred on the first day of the applicable four fiscal quarter period covered thereby and (B) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness issuance of such New Incremental NotesNotes and the execution and delivery of the related New Incremental Notes Indenture, and certifying that the conditions precedent set forth in the following sub-clauses (Bii) through (Fviii) have been satisfiedsatisfied (which certificate shall include supporting calculations demonstrating compliance with the Maximum Secured Net Leverage Requirement, if applicable, and the financial covenants set forth in Section 7.10),
(Bii) such New Incremental Notes shall rank pari passu in right of payment and shall be subject to an intercreditor agreement (if secured) or be subordinated on terms satisfactory to the Administrative Agent,
(iii) such New Incremental Notes shall not be guaranteed Guaranteed by any Person that is not a GuarantorLoan Party, 83894470_5
(Civ) to the extent secured, such New Incremental Notes will shall be secured only by the Collateral and subject to a Senior Intercreditor Agreement, intercreditor arrangements that are reasonably satisfactory to the Administrative Agent),
(Dv) such New Incremental Notes shall have a final maturity no earlier than 91 days after the then Latest Maturity Date, ,
(Evi) the Weighted Average Life to Maturity of such New Incremental Notes shall not (A) be shorter than 91 days after that of any outstanding Tranche then-existing Term Loan Tranche, or (B) be subject to any mandatory redemption or prepayment provisions or rights (except customary assets sale or change of Term Loans, and control provisions),
(Fvii) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations), and
(viii) the covenants, events of default, guarantees, collateral and other terms of such New Incremental Notes are customary for similar debt securities in light of then prevailing market conditions at the time of issuance (it being understood that (x) no New Incremental Notes shall include any financial maintenance covenants (including indirectly by way of a cross-default to this Agreement), but that customary cross-acceleration provisions may be included) and (y) any negative covenants with respect to indebtedness, investments, liens or restricted payments shall be incurrence-based) and in any event are not more restrictive to the Borrower and its Restricted Subsidiaries than those set forth in this Agreement (other than with respect to interest rate and redemption provisions), except for covenants or other provisions applicable only to periods after the then Latest Maturity Date (provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such New Incremental Notes, together with a reasonably detailed description of the material terms and conditions of such New Incremental Notes or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period (including a reasonable description of the basis upon which it objects). Notwithstanding the foregoing, the conditions precedent to each such increase shall be agreed to by the Lenders providing such increase and the Borrower.
(iiic) The effectiveness issuance of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured therebyNotes. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d)2.15.
Appears in 1 contract
New Incremental Notes. (ia) The Borrower Borrowers, on a joint and several basis, may from time to timetime after the Closing Date, upon notice by the Borrower Representative to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured, senior unsecured, senior subordinated or subor- dinated notes (which notes, if secured notes which shall have by the same Lien priority as Collateral, are secured on a first lien “equal and ratable” basis with the Liens securing the Obligations or secured on a “junior” basis with the Liens securing the Obligations) and ▇▇▇▇▇▇- ▇▇▇▇ only by the guarantors (such notes, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Incre- mental Amount (at the time of issuance); providedprovided that (i) no Event of Default would exist after giving Pro Forma Effect to any such request subject to the Permitted Acquisition Provisions, that and (ii) any such issuance of New Incremental Incre- mental Notes shall be in a minimum amount of the lesser of (x) a Dollar Amount of $25,000,000 20,000,000 and (y) the entire amount that may be requested under this Section 2.19(d2.17; provided, further, that any Incremental Commitments estab- lished pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.17, will count towards the Ratio-Based Incremental Facility prior to reducing the maximum amount under the Cash-Capped Incremental Facilities (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio required prior to the incurrence of such Ratio-Based Incremental Facility).
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.17, (Ai) the Borrower Representative (on behalf of the Borrowers) shall deliver to the Administrative Agent a certificate certif- icate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the BorrowerBorrower Representative, certifying and attaching the resolutions adopted by the each Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness issuance of such New Incremental Notes, and certifying that the conditions precedent set forth in the following sub- clauses (Bii) through (Fv) have been satisfiedsatisfied (which certificate shall include supporting calculations demonstrating compliance, if applicable, with the Maximum First Lien Leverage Requirement), (Bii) such New Incremental Notes shall not be guaranteed Guaranteed by any Person that is not a Guarantor, (Ciii) such New Incremental Notes will be secured only by to the Collateral and subject to a Senior Intercreditor Agreementextent secured, (D) such New Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Maturity Date, (E) the Weighted Average Life to Maturity of such New Incremental Notes shall not be shorter than that of any outstanding Tranche of Term Loans, and (F) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except intercreditor arrangements that are reasonably satisfactory to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations).
(iii) The effectiveness of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured thereby. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d).;
Appears in 1 contract
Sources: Credit Agreement
New Incremental Notes. (ia) The Borrower or any Guarantor may from time to timetime after the Closing Date, upon notice by the Borrower to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured secured, senior unsecured, senior subordinated or subordinated notes which shall have the same Lien priority as the Obligations or, in each case, bridge loans in lieu thereof (such notesnotes and/or bridge loans, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Available Incremental Amount (at the time of issuance); provided, that any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may be requested under this Section 2.19(d).
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.15, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (Bi) such New Incremental Notes shall not be guaranteed Guaranteed by any Person Subsidiary of the Borrower that is not a GuarantorLoan Party or that does not become a Loan Party and shall not be secured by a lien on any assets of a Loan Party that is not part of the Collateral, (Cii) to the extent secured by the Collateral, such New Incremental Notes will shall be secured only by the Collateral and subject to a Senior Market Intercreditor Agreement, (Diii) except with respect to Permitted Earlier Maturity Debt and Extendable Bridge Loans, such New Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Maturity DateDate of the Initial Term Loan Facility or the 2022 Incremental2023 Term Loan Facility, (Eiv) except with respect to Permitted Earlier Maturity Debt and Extendable Bridge Loans, the Weighted Average Life to Maturity of such New Incremental Notes shall not be shorter than that of any outstanding Tranche of the Initial Term Loans, and (F) such New Incremental Notes shall not be subject to any mandatory redemption Loan Facility or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the 2022 Incremental2023 Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations)Loan Facility.
(iiic) The effectiveness of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured thereby. The Lenders hereby authorize the Administrative Agent (and the Lenders hereby authorize the Administrative Agent to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d)2.15.
Appears in 1 contract
New Incremental Notes. (ia) The Borrower Borrowers may from time to time, upon notice to time after the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue Closing Date incur one or more series of senior secured, senior unsecured, senior subordinated, subordinated notes or Extendable Bridge Loans (which notes and/or Extendable Bridge Loans, if secured, are secured notes which shall have by the same Lien priority as Collateral on a pari passu basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notesnotes and/or Extendable Bridge Loans, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Incremental Amount (at the time of issuance); provided that no Event of Default would exist after giving Pro Forma Effect to any such request, subject to Section 1.02(i); provided, further, that any New Loan Commitment established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.15, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent compliant therewith), second, to reduce the amount available under the Prepayment-Based Incremental Facilities and, third, to reduce the maximum amount under the Cash-Capped Incremental Facilities, (B) New Incremental Notes pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facilities and the Prepayment-Based Incremental Facilities, and proceeds from any such issuance incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) the Borrowers may redesignate all or any portion of New Incremental Notes shall originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility as having been incurred under the Ratio-Based Incremental Facility so long as, at the time of such redesignation, the Borrowers would be in a minimum permitted to incur the aggregate principal amount of New Incremental Notes being so redesignated under the lesser Ratio-Based Incremental Facility (which, for the avoidance of (x) $25,000,000 and (y) doubt, shall have the entire amount that may be requested under this Section 2.19(d).effect of increasing the Cash-Capped Incremental Facility or the Prepayment-Based
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.15, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (Bi) such New Incremental Notes shall not be guaranteed by any Person that is not a GuarantorLoan Party or that does not become a Loan Party and shall not be secured by a lien on any assets of a Loan Party that is not part of the Collateral, (Cii) to the extent secured by the Collateral, such New Incremental Notes will shall be secured only by the Collateral and subject to a Senior Intercreditor Agreementintercreditor arrangements that are reasonably satisfactory to the Incremental Notes Arranger and, if such Incremental Notes Arranger is not the Administrative Agent, the Administrative Agent, (Diii) such New Incremental Notes shall have a final maturity no earlier than 91 days after the then Latest Maturity Date, provided, that Extendable Bridge Loans and Indebtedness Incurred pursuant to the Inside Maturity Date Exception may have a maturity date earlier than the Latest Maturity Date, (Eiv) the Weighted Average Life to Maturity of such New Incremental Notes shall not (A) be shorter than that of any then-existing Term Loan Tranche, or (B) to the extent unsecured, be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (x) customary assets sale, event of loss or similar event or change of control provisions and customary acceleration rights after an event of default or (y) so-called “AHYDO” payments); provided, that, with respect to Extendable Bridge Loans and Indebtedness Incurred pursuant to the Inside Maturity Date Exception, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Tranche of Term Loans, and (Fv) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations) (provided that a certificate of a Responsible Officer of the Parent Borrower delivered to the Incremental Notes Arranger in good faith at least three Business Days prior to the incurrence of such New Incremental Notes, together with a reasonably detailed description of the material terms and conditions of such New Incremental Notes or drafts of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (b).
, shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Incremental Notes Arranger provides notice to the Parent Borrower of its objection during such three Business Day period (iiiincluding a reasonable description of the basis upon which it objects)) The effectiveness and, for the avoidance of any doubt, New Incremental Notes shall also be subject, not benefit from any “most favored nation” pricing protection. Subject to the extent reasonably requested foregoing, the conditions precedent to each such increase shall be agreed to by the Administrative Agent, to receipt by Lenders providing such increase and the Administrative Agent of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured thereby. Borrower.
(c) The Lenders hereby authorize the Administrative Agent Incremental Notes Arranger (and the Lenders hereby authorize the Incremental Notes Arranger to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower Borrowers as may be necessary in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent Incremental Notes Arranger and the Borrower Borrowers in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d2.15, including, for the avoidance of doubt, at the option of the Parent Borrower, any increase in the Applicable Rate relating to any existing Term Facility to bring such Applicable Rate in line with the New Term Facility to achieve fungibility with such existing Term Facility. If the Incremental Notes Arranger is not the Administrative Agent, the actions authorized to be taken by the Incremental Notes Arranger herein shall be done in consultation with the Administrative Agent and, with respect to applicable documentation (including amendments to this Agreement and the other Loan Documents), any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein.
Appears in 1 contract
Sources: Credit Agreement (Maravai Lifesciences Holdings, Inc.)
New Incremental Notes. (ia) The Borrower or any Guarantor may from time to timetime after the Closing Date, upon notice by the Borrower to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured secured, senior unsecured, senior subordinated or subordinated notes which shall have the same Lien priority as the Obligations or loans or, in each case, bridge loans in lieu thereof (such notes, facilities and/or bridge loans, collectively, “New Incremental Notes”) in an aggregate amount not to exceed the Facility Increase Allowance Available Incremental Amount (at the time of issuance); provided, that any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) $25,000,000 and (y) the entire amount that may be requested under this Section 2.19(d).
(iib) As a condition precedent to the effectiveness issuance of any New Incremental Notes pursuant to this SectionSection 2.15, (A) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Notes signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Notes) approving or consenting to the effectiveness of such New Incremental Notes, and certifying that the conditions precedent set forth in the following clauses (B) through (F) have been satisfied, (Bi) such New Incremental Notes shall not be guaranteed Guaranteed by any Person Subsidiary of the Borrower that is not a GuarantorLoan Party or that does not become a Loan Party and to the extent secured by the Collateral, shall not be secured by a lien on any assets of a Loan Party that is not part of the Collateral, (Cii) to the extent secured by the Collateral, such New Incremental Notes will shall be secured only by the Collateral and subject to a Senior Market Intercreditor Agreement, (Diii) except with respect to Extendable Bridge Loans, such New Incremental Notes shall have a final maturity no earlier than 91 days after the Latest Maturity DateDate of the Initial Term Loan Facility, (Eiv) except with respect to Extendable Bridge Loans, the Weighted Average Life to Maturity of such New Incremental Notes shall not be shorter than that of any outstanding Tranche of the Initial Term Loans, and (F) such New Incremental Notes shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations)Loan Facility.
(iiic) The effectiveness of any New Incremental Notes shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents providing for such New Incremental Notes to be secured thereby. The Lenders hereby authorize the Administrative Agent (and the Lenders hereby authorize the Administrative Agent to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to secure any New Incremental Notes with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the issuance of such New Incremental Notes, in each case on terms consistent with this Section 2.19(d)2.15.
Appears in 1 contract
Sources: Credit Agreement (V2X, Inc.)