Common use of New Term Loan Commitments Clause in Contracts

New Term Loan Commitments. (a) The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), in an aggregate amount not in excess of the Dollar Equivalent of $100,000,000 and not less than the Dollar Equivalent of $25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent). Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent, (ii) the identity of each Lender or Affiliate or other Person that is consented to by the Administrative Agent (which consent shall not be unreasonably withheld) (each, a “New Term Loan Lender”) to whom the Borrower proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that all existing Lenders shall be approached first to provide all or a portion of the New Term Loan Commitments and may elect or decline, in their sole discretion, to provide a New Term Loan Commitment and (iii) whether such New Term Loan Commitments are to be additional Tranche B Term Loan Commitments or Tranche C Term Loan Commitments or commitments to make term loans of a new Series (defined below) with terms different from the Tranche B Term Loans or Tranche C Term Loans (subject to the limitations described below). Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that (A) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments; (B) both before and after giving effect to the making of any such New Term Loans, each of the conditions set forth in Section 5.02 shall be satisfied and all fees and expenses owing in respect of such increase to the Administrative Agent and the Lenders have been paid; (C) at the time each Borrowing of New Term Loans is made, the Consolidated Fixed Charge Coverage Ratio on a consolidated basis for the Borrower and its Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such New Term Loans are incurred would have been at least 2.00 to 1.00 (determined on a Pro Forma Basis, including a pro forma application of the net proceeds therefrom, as if the New Term Loans had been incurred at the beginning of such four-quarter period); provided, however, that such Consolidated Fixed Charge Coverage Ratio may be at least 1.75 to 1.00 so long as (x) such New Term Loans are incurred to finance a Permitted Acquisition or any other acquisition of any Acquired Entity by the Borrower or any wholly-owned Subsidiary and (y) after such New Term Loans are incurred and such related transactions are consummated, the Consolidated Fixed Charge Coverage Ratio on a consolidated basis for the Borrower and its Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such New Term Loans (determined on a Pro Forma Basis, including a pro forma application of the net proceeds therefrom, as if the New Term Loans had been incurred at the beginning of such four-quarter period) are incurred shall be greater than the Consolidated Fixed Charge Coverage Ratio immediately prior to such Borrowing and related transactions, (D) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower and the Administrative Agent, each of which shall be recorded in the Register; and (E) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Any New Term Loans made pursuant to a New Term Loan Commitment on an Increased Amount Date shall be designated Tranche B Term Loans or Tranche C Term Loans or a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which any New Term Loan Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. (c) The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the applicable New Term Loan Lenders. (d) The terms and provisions of any New Term Loans and any New Term Loan Commitments shall be, if such New Term Loans and New Term Loan Commitment are not Tranche B Term Loans and Tranche B Term Loan Commitments or Tranche C Term Loans and Tranche C Term Loan Commitments, as the case may be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans and Tranche B Term Loan Commitment or the Tranche C Term Loans and Tranche C Term Loan Commitment, as the case may be; provided that (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Tranche B Term Loans and the Tranche C Term Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Tranche B Term Loans and the Tranche C Term Loans, (iii) if the initial yield on any New Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the Eurocurrency Rate on the New Term Loans and (y) if the New Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from Holdings, the Borrower or any Subsidiary for doing so (the amount of such fee, expressed as a percentage of the New Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such New Term Loans and (B) four) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Applicable Rate then in effect for any Eurocurrency Rate Term Loans, then the Applicable Rate then in effect for Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the New Term Loans (and if the Eurocurrency Rate margins on the New Term Loans are subject to a leveraged-based pricing grid, appropriate increases to the other Applicable Rates for the Term Loans, consistent with the foregoing, shall be made). Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.14. (e) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all New Term Loans that are to be additional Tranche B Term Loans or Tranche C Term Loans, as the case may be, when originally made, are included in each Borrowing of outstanding Tranche B Term Loans or Tranche C Term Loans, as the case may be, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Eurocurrency Rate Term Loan Borrowing to be converted into a Base Rate Term Loan Borrowing on the date of each New Term Loan, or by allocating a portion of each New Term Loan to each outstanding applicable Eurocurrency Rate Term Loan Borrowing on a pro rata basis, even though as a result thereof such New Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurocurrency Rate Term Loans to Base Rate Term Loans made pursuant to the preceding sentence shall be subject to Section 3.05. If any New Term Loan is to be allocated to an existing Interest Period for a Eurocurrency Rate Term Loan Borrowing then, subject to Section 2.08(b), the interest rate applicable to such New Term Loan for the remainder of such Interest Period shall equal the Eurocurrency Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such New Term Loan is made) plus the Applicable Rate then in effect. In addition, to the extent any New Term Loans are to be additional Tranche B Term Loans or Tranche C Term Loans, as the case may be, the applicable scheduled amortization payments under Section 2.07 required to be made after the making of such New Term Loans shall be ratably increased by the aggregate principal amount of such New Term Loans.