Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt: (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder; (ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof; (iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced; (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and (v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1. (b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). (c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20. (d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 5 contracts
Sources: Credit Agreement (Navios South American Logistics Inc.), Credit Agreement (Navios Maritime Partners L.P.), Credit Agreement (Navios Maritime Midstream Partners LP)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) ), in the form of Other Term Loans or Other Loan Term Commitments Commitments, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
, (ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
, (iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, than the Term Loans being Refinanced;
refinanced, (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, or less favorable to the Lenders or Additional Lenders investors providing such Permitted Credit Agreement Refinancing Debt Indebtedness than, the Refinanced Debt; and
Debt and (v) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinancedrefinanced; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
4.01. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 shall be in an aggregate principal amount that is (bx) not less than $50,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Loan Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20Section.
(db) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.24 shall supersede any provisions in Sections 2.12 Section 2.14 or 10.1 Section 11.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 4 contracts
Sources: Refinancing Amendment Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of Other Term Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement (which will be deemed made pursuant to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments Loan Commitments, pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Other Term Loans (i) will may rank pari passu equal in priority in right of payment and of security with the other Loans and Commitments hereunder;
, (iiii)(A) will have such pricinginterest rates (including through fixed interest rates), premiumsinterest margins, optional rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and financial covenants premiums as may be agreed by the Borrowers Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof;
, (iiiiv) will have a final maturity date that is not prior to the maturity date ofno earlier than, and will have a Weighted Average Life to Maturity that is not shorter equal to or greater than, the Term Loans being Refinanced;
refinanced (ivexcept by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) subject to clause and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) above, will have terms and conditions through (iv)) that are either substantially identical in all material respects to, or, or (taken as a whole, less favorable ) are no more restrictive on the Borrower than those applicable to the Lenders or Additional Lenders providing Loans being refinanced (provided that such Permitted Credit Agreement Refinancing Debt than, terms shall not be deemed to be “more restrictive” solely as a result of the Refinanced Debt; and
(v) inclusion in the proceeds documentation governing such Other Term Loan Commitments and Other Term Loans of such Permitted Credit Agreement Refinancing Debt a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be applied, substantially concurrently with given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the incurrence thereof, to the prepayment benefit of outstanding Term Loans being so Refinancedeach Facility); provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, Other Term Loan Commitments and Other Term Loans are incurred or obtained. The effectiveness of Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment shall be subject to Amendment, the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 andBorrower shall, to the extent if reasonably requested by the Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1applicable Loan Documents.
(b) Each Class of Other Term Loan Commitments and Other Term Loans incurred under this Section 2.13 shall be in an aggregate principal amount that is not less than $20,000,000 (or such lesser amount as the Administrative Agent may determine in its sole discretion). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Other Term Loan Commitments and Other Term Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Loan Commitments as Loans and Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.13.
(dc) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.13 shall supersede any provisions in Sections 2.12 Section 2.10, 2.11 or 10.1 10.01 to the contrary and contrary. For the Borrowers and avoidance of doubt, any of the Administrative Agent provisions of this Section 2.13 may amend be amended with the consent of the Required Lenders. For the avoidance of doubt, no Refinancing Amendment shall effect any amendments that would require the consent of each affected Lender or all Lenders pursuant to the proviso in the first paragraph of Section 2.12 10.01, unless each such Lender has, or all such Lenders have, as the case may be, given its or their consent to implement such amendment. No Lender shall be under any obligation to provide any Other Term Loan Commitment unless such Lender executes a Refinancing Amendment.
Appears in 4 contracts
Sources: Credit Agreement (ATD Corp), Incremental Amendment (American Tire Distributors Holdings, Inc.), Incremental Amendment (ATD Corp)
Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Refinancing Lender, Permitted Credit Agreement Refinancing Debt in respect of Indebtedness to refinance or replace all or any portion of the Term Loans and the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for all purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) , Incremental Term Loans, Other Revolving Credit Commitments or Other Revolving Credit Loans), in the form of Other Term Loans Loans, Other Term Loan Commitments, Other Revolving Credit Commitments, or Other Term Commitments Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
notwithstanding anything to the contrary in this Section 2.16 or otherwise, (i) will the Other Term Loans and Other Revolving Credit Loans shall rank pari passu in right of payment and of security with the other Term Loans and Commitments hereunder;
Revolving Credit Loans, respectively, (ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and Other Term Loans shall not mature earlier than the Lenders thereof;
(iii) will have a maturity date that is not prior Maturity Date with respect to the maturity date of, Term Loans being refinanced and will shall have a Weighted Average Life to Maturity that is not shorter than, than the remaining Weighted Average Life to Maturity of the Term Loans being Refinanced;
refinanced and (iviii) subject to clause (ii) above, will have the other terms and conditions that are either substantially identical toof such Other Term Loans, orOther Revolving Credit Commitments and Other Revolving Loans (excluding pricing, fees, rate floors and optional prepayment or redemption terms) shall, taken as a whole, less be not materially more favorable to the Lenders or Additional Lenders lenders providing such Permitted Other Term Loans, Other Revolving Credit Agreement Refinancing Debt Commitments and Other Revolving Loans, as applicable, than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, those applicable to the prepayment of outstanding Term Loans or Revolving Credit Commitments being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide refinanced (except for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during to periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. Date).
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents (which may be on a post-closing basis if agreed to by the Administrative Agent in its sole discretion) as may be reasonably requested by the Administrative Agent in order to ensure that such Indebtedness is provided with the benefit of the applicable Loan Documents.
(bc) The Administrative Agent Each issuance of Indebtedness under Section 2.16(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof.
(d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto and (including any amendments necessary ii)make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
intent of the third paragraph of Section 10.01 (c) Any Refinancing Amendment may, without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement2.16, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and Required Lenders hereby expressly authorize the Administrative Agent may amend Section 2.12 to implement enter into any such Refinancing Amendment.
Appears in 4 contracts
Sources: Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, Inc.), Credit Agreement (Summit Materials, Inc.)
Refinancing Amendments. (a) At any time on or after the Closing Collateral Trigger Event Date, the Borrowers Borrower may obtain, from any Lender or any Additional Revolving Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term Revolving Loans then outstanding (or unused Revolving Commitments) under this Agreement (which will be deemed to include any then outstanding Other Term Revolving Loans) , Other Revolving Commitments, Incremental Revolving Loans and Additional/Replacement Revolving Commitments), in the form of Other Term Revolving Loans or Other Term Commitments Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that the Net Proceeds, if any, of such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment reduction of outstanding Term Loans Revolving Commitments being so Refinancedrefinanced; provided, further, that that, without limitation, the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. The effectiveness Each Class of any Credit Agreement Refinancing Amendment Indebtedness incurred under this Section 2.21 shall be subject to in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of legal opinionsLetters of Credit for the account of the Borrower, board resolutionspursuant to any Other Revolving Commitments established thereby, officers’ certificates and/or reaffirmation agreements consistent with those delivered on terms substantially equivalent to the Closing Date terms applicable to Letters of Credit under Section 4.1.
(b) the Revolving Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Revolving Loans and/or Other Term Revolving Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.21. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(db) Notwithstanding anything to the contrary in this Agreementcontrary, this Section 2.20 2.21 shall supersede any provisions in Sections 2.12 Section 2.18 or 10.1 Section 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 4 contracts
Sources: Credit Agreement (Vacasa, Inc.), Credit Agreement (Vacasa, Inc.), Credit Agreement (Vacasa, Inc.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), which may be in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
, (iiiii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date ofof the Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, and will have a Weighted Average Life to Maturity maturity date that is not shorter than, prior to the earlier of the maturity date of the Term Loans being Refinanced;
refinanced and the Latest Maturity Date at the time of such refinancing, (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(viii) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so Refinancedrefinanced, as the case may be and (iv) no Event of Default shall exist or result therefrom; provided, further, provided that the terms and conditions applicable requirements in this subclause (iv) shall not apply to such Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all the outstanding Term Loan and Revolving Loans (and unused Revolving Commitments). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for any additional the issuance of Letters of Credit for the account of the Borrower, or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject provision to the satisfaction Borrower of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on the date thereof of each of the conditions set forth in Section 4.2 and, terms substantially equivalent to the extent reasonably requested by terms applicable to Letters of Credit and Swingline Loans under the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(db) Notwithstanding anything to the contrary in this Agreementcontrary, this Section 2.20 2.21 shall supersede any provisions in Sections 2.12 Section 2.18 or 10.1 Section 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 4 contracts
Sources: Credit Agreement (European Wax Center, Inc.), Credit Agreement (European Wax Center, Inc.), Incremental Assumption and Amendment (European Wax Center, Inc.)
Refinancing Amendments. In addition, notwithstanding Sections 10.5(a), (ab) At any time after and (c), this Agreement may be amended with the Closing Datewritten consent of the Administrative Agent, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect Borrower and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all or any portion of the outstanding Term Loans then outstanding under this Agreement (which will be deemed “Refinanced Term Loans”) with a replacement term loan (“Replacement Term Loans”) hereunder; provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (ii) the Applicable Margin with respect to include any then outstanding Other such Replacement Term Loans (or similar interest rate spread applicable to such Replacement Term Loans) in shall not be higher than the form of Other Applicable Margin for such Refinanced Term Loans (or Other similar interest rate spread applicable to such Refinanced Term Commitments pursuant Loans) immediately prior to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricingrefinancing plus 0.50% per annum, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is of such Replacement Term Loans shall not be shorter than, than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Term Loans being Refinanced;
Loans) and (iv) subject all other terms applicable to clause (ii) above, will have terms and conditions that are either such Replacement Term Loans shall be substantially identical to, or, taken as a whole, or less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt Replacement Term Loans than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions those applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issuedRefinanced Term Loans, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, except to the extent reasonably requested by necessary to provide for covenants and other terms applicable to any period after the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each latest final maturity of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments)in effect immediately prior to such refinancing.
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 4 contracts
Sources: Credit and Guaranty Agreement (Tronox LTD), Credit and Guaranty Agreement (Tronox LTD), Credit and Guaranty Agreement (Tronox LTD)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrowers Parent Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
, (iiiii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date ofof Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, and will have a Weighted Average Life to Maturity maturity date that is not shorter than, prior to the maturity date of the Term Loans being Refinanced;
refinanced, (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(viii) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so Refinancedrefinanced, as the case may be and (iv) which is in the form of Other Term Loans or Other Term Commitments obtained in respect of a portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (iv) will be deemed to include any then outstanding Other Term Loans), shall have interest rate margins, rate floors, fees, premiums, funding, discounts and amortization schedules to be determined by the Borrowers and the applicable lenders with respect to the holders of such Credit Agreement Refinancing Indebtedness and in the event that the yield on any such Credit Agreement Refinancing Indebtedness is higher than the yield for the Term Loans by more than 50 basis points, then the yield for the Term Loans shall be increased to the extent necessary so that such yield is equal to the yield for such Credit Agreement Refinancing Indebtedness minus 50 basis points; provided, furtherthat, in determining the yield applicable to such Credit Agreement Refinancing Indebtedness and the Term Loans (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrowers to the Term Lenders or any Additional Lenders in the initial primary syndication thereof shall be included (with OlD being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of such Credit Agreement Refinancing Indebtedness shall be excluded and (z) if such Credit Agreement Refinancing Indebtedness includes an interest rate floor greater than the interest rate floor applicable to the Term Loans, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans shall be increased by such increased amount; provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Parent Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.1.
4.01 (bother than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersParent Borrower, to effect the provisions of this Section 2.20Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(db) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.21 shall supersede any provisions in Sections 2.12 Section 2.18 or 10.1 Section 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 4 contracts
Sources: Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall will be subject only to the satisfaction on the date thereof of each such of the conditions set forth in Section 4.2 and, to the extent reasonably Sections 3.1 and 3.2 as may be requested by the Administrative Agent, receipt by the Administrative Agent providers of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) applicable Refinancing Loans. The Administrative Agent shall will promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall will be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Loans and Refinancing Commitments incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments or Revolving Loans subject thereto as Other Refinancing Term Loans and/or Other Term Commitmentsor Refinancing Revolving Loans, respectively).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding ; provided that notwithstanding anything to the contrary in this AgreementSection 2.27 or otherwise, this Section 2.20 (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Refinancing Revolving Commitments after the date of obtaining any Refinancing Revolving Commitments shall supersede any be made on a pro rata basis with all other Revolving Commitments, (2) subject to the provisions of Sections 2.4(d) and 2.22(k) to the extent dealing with Letters of Credit and Swingline Loans which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit and Swingline Loans shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments (and except as provided in Sections 2.12 2.4(d) and 2.22(k), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit and Swingline Loans theretofore incurred or 10.1 issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Refinancing Revolving Commitments after the date of obtaining any Refinancing Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Refinancing Revolving Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans. No Lender shall be obligated to provide any Credit Agreement Refinancing Indebtedness.
(i) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.27(b)(i) shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof.
(ii) The effectiveness of any Refinancing Amendment shall be subject, to the contrary and extent reasonably requested by the Borrowers and Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may amend Section 2.12 be reasonably requested by the Administrative Agent in order to implement any ensure that such Credit Agreement Refinancing AmendmentIndebtedness is provided with the benefit of the applicable Loan Documents.
Appears in 4 contracts
Sources: Credit Agreement (OneWater Marine Inc.), Credit Agreement (OneWater Marine Inc.), Credit Agreement (OneWater Marine Inc.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrowers Parent Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
, (iiiii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date ofof Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, and will have a Weighted Average Life to Maturity maturity date that is not shorter than, prior to the maturity date of the Term Loans being Refinanced;
refinanced, and (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(viii) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so Refinancedrefinanced, as the case may be; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Parent Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.1.
4.01 (bother than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersParent Borrower, to effect the provisions of this Section 2.20Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(db) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.21 shall supersede any provisions in Sections 2.12 Section 2.18 or 10.1 Section 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 4 contracts
Sources: Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.20 2.23), the Borrower may by written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), all Net Proceeds of which are used to Refinance in whole or in part any Class of Term Loans pursuant to Section 2.11(b)(2). Each such notice shall supersede specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided, that:
(i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.02 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any provisions other pricing terms and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the Borrower in Sections 2.12 good faith) be substantially similar to, or 10.1 no more restrictive to the Borrower and its Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such other terms apply solely to any period after the Latest Maturity Date, the Borrower elects to add such more restrictive terms for the benefit of the other Facilities, or are otherwise reasonably acceptable to the Administrative Agent);
(vi) with respect to Refinancing Term Loans secured by Liens on the Collateral that rank junior in right of security to the Initial Term Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement;
(vii) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors (other than Holdings)) in respect of such Refinancing Term Loans;
(viii) Refinancing Term Loans shall not be secured by any asset of the Borrower and its subsidiaries other than the Collateral; and
(ix) Refinancing Term Loans may participate on a pro rata basis, or a less than pro rata basis than the Term Loans in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.11(b)(2)) hereunder, as specified in the applicable Refinancing Amendment.
(b) The Borrower may approach any Lender or any other person that would be a permitted Assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower.
(c) Notwithstanding anything to the contrary and in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.23), the Borrowers and Borrower may by written notice to the Administrative Agent establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Facility Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Facility Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Facility Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided, that: (i) before and after giving effect to the establishment of such Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 4.02 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving Facility Commitments and any concurrent reduction in the aggregate amount of any other Revolving Facility Commitments, the aggregate amount of Revolving Facility Commitments shall not exceed the aggregate amount of the Revolving Facility Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; (iii) no Replacement Revolving Facility Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Facility Maturity Date for the Revolving Facility Commitments being replaced; (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Facility Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Facility Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Facility) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or no more restrictive to the Borrower and its Subsidiaries than, those, taken as a whole, applicable to the Revolving Facility Commitments so replaced (except to the extent such other terms apply solely to any period after the latest Revolving Facility Maturity Date in effect at the time of incurrence, or the Borrower elects to add such more restrictive terms for the benefit of the other Facilities, or are otherwise reasonably acceptable to the Administrative Agent); (v) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors (other than Holdings)) in respect of such Replacement Revolving Facility; (vi) Replacement Revolving Facility Commitments and extensions of credit thereunder shall not be secured by any asset of the Borrower and its subsidiaries other than the Collateral; and (vii) if such Replacement Revolving Facility is secured by Liens on the Collateral that rank junior in right of security to the Initial Revolving Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement. In addition, notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.23), the Borrower may amend establish Replacement Revolving Facility Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with the proceeds of Replacement Revolving Loans or otherwise), so long as the aggregate amount of such Replacement Revolving Facility Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith (it being understood that such Replacement Revolving Facility Commitment may be provided by the Lenders holding the Term Loans being repaid and/or by any other person that would be a permitted Assignee hereunder) so long as (i) before and after giving effect to the establishment of such Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 2.12 4.02 shall be satisfied to implement the extent required by the relevant agreement governing such Replacement Revolving Facility Commitments, (ii) the remaining life to termination of such Replacement Revolving Facility Commitments shall be no shorter than the Weighted Average Life to Maturity then applicable to the refinanced Term Loans, (iii) the final termination date of the Replacement Revolving Facility Commitments shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans, (iv) with respect to Replacement Revolving Loans secured by Liens on Collateral that rank junior in right of security to the Initial Revolving Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement, (v) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors (other than Holdings)) in respect of such Replacement Revolving Facility and (vi) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Facility Commitments and (y) the amount of any Refinancing Amendmentletter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Facility Commitments, the Administrative Agent and the replacement issuing banks and replacement swingline lender, if any, under such Replacement Revolving Facility) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or no more restrictive to the Borrower and its Subsidiaries than, those, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date, or the Borrower elects to add such more restrictive terms for the benefit of the other Facilities, or are otherwise reasonably acceptable to the Administrative Agent). Solely to the extent that an Issuing Bank or the Swingline Lender is not a replacement issuing bank or a replacement swingline lender, as the case may be, under a Replacement Revolving Facility, it is understood and agreed that such Issuing Bank or the Swingline Lender shall not be required to issue any letters of credit or swingline loan under such Replacement Revolving Facility and, to the extent it is necessary for such Issuing Bank or the Swingline Lender to withdraw as an Issuing Bank or the Swingline Lender, as the case may be, at the time of the establishment of such Replacement Revolving Facility, such withdrawal shall be on terms and conditions reasonably satisfactory to such Issuing Bank or the Swingline Lender, as the case may be, in its sole discretion. The Borrower agrees to reimburse each Issuing Bank or the Swingline Lender, as the case may be, in full upon demand for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal.
Appears in 4 contracts
Sources: Incremental Assumption Agreement (Westrock Coffee Co), Credit Agreement (Westrock Coffee Co), Credit Agreement (Westrock Coffee Co)
Refinancing Amendments. (a) At any time after the Closing Restatement Effective Date, the Borrowers Company may obtain, obtain from any Lender or any Additional Lender, Permitted Lender Credit Agreement Refinancing Debt Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or, subject to the first proviso in the definition of Credit Agreement Refinancing Indebtedness, additional Term Loans of any existing Class or commitments to make additional Term Loans of any existing Class or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments, respectively, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
, (ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Company and the Lenders thereof;
thereof and (iii) will have a maturity date that is not prior otherwise be treated hereunder no more favorably, including with respect to the maturity date ofcovenants and events of default, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, than the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions (including different borrowers) that are agreed between the Borrowers Company and the Lenders thereof and applicable only during periods after (A) the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained or (B) the Company and all other Loan Parties have been released from all obligations in respect of such Credit Agreement Refinancing Indebtedness and such Credit Agreement Refinancing Indebtedness has been assumed in full by a new borrower or borrowers as agreed by the applicable Lenders and Additional Lenders in respect of such Credit Agreement Refinancing Indebtedness at the time such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Restatement Effective Date under Section 4.1.
7 of the Amendment and Restatement Agreement other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent. Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.18 (bother than additional Term Loans of any existing Class or commitments to make additional Term Loans of any existing Class) shall be in an aggregate principal amount that is not less than $50,000,000. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Company, or the provision to the Company of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersCompany, to effect the provisions of this Section. This Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 2.18 shall supersede any provisions in Sections 2.12 Section 2.13 or 10.1 10.01 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 3 contracts
Sources: Credit Agreement (Sungard Capital Corp Ii), Credit Agreement (Sungard Capital Corp Ii), Credit Agreement (GL Trade Overseas, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of (x) all or any portion of the Term Loans then outstanding under this Agreement and/or (which will be deemed to include y) all or any portion of the Revolving Credit Loans then outstanding Other Term Loans) under this Agreement or any existing Class of Revolving Credit Commitments, in the form of Other Term Loans or Other Term Commitments and/or Other Revolving Credit Loans or Other Revolving Credit Commitments, respectively, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will may be (x) secured under the Security Documents and rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (y) secured on a junior basis with the other Loans and Commitment hereunder and subject to (in the case of security in a junior basis) entry into a Customary Intercreditor Agreement or (z) unsecured;
(ii) will have such pricing, premiums, premiums and optional prepayment and redemption terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, the parenthetical at the end of this clause (iii) and the proviso immediately following clause (v) below, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; andCredit Agreement Debt (other than immaterial terms and terms and conditions to the extent that such terms are more favorable to the Lenders or Additional Lenders providing such Credit Agreement Refinancing Debt than those applicable to the Refinanced Credit Agreement Debt that are added for the benefit of the Lenders pursuant to an amendment to this Agreement executed by the Company and the Administrative Agent);
(viv) (A) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinancedrefinanced plus accrued interest and premium, make-whole or penalty payments applicable thereto and any fees and expenses (including upfront fees and original issue discount) in connection with such Credit Agreement Refinancing Debt and (B) with respect to any Credit Agreement Refinancing Debt comprising Other Revolving Credit Commitments, the commitments of the Revolving Credit Facility being so refinanced shall be automatically and permanently terminated immediately upon effectiveness of such Other Revolving Credit Commitments; and
(v) to the extent that such Other Term Loans and Other Revolving Credit Commitments are secured by liens on the Collateral and rank pari passu in right of payment with the other Loans and Commitments hereunder, such Other Term Loans and Other Revolving Credit Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than pro rata basis) with the other Loans and Commitments hereunder; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders lenders or holders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The To the extent effected pursuant to a Refinancing Amendment, the effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 5.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.15.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent).
(b) Each Class of Credit Agreement Refinancing Debt incurred under this Section 2.30 shall be in an aggregate principal amount that is either (i) sufficient to refinance the entire outstanding amount of the applicable Class of Loans and/or Commitments being refinanced pursuant to this Section 2.30 or (ii) not less than (x) $50,000,000 in the case of a refinancing of Term Loans and (y) $25,000,000 in the case of a refinancing of Revolving Credit Commitments or Other Revolving Credit Commitments. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Credit Commitments as of the Closing Date. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the maturity date applicable to the Revolving Credit Facility shall be reallocated from Lenders holding Initial Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(c) Notwithstanding anything to the contrary in this Section 2.30 or otherwise, (i) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (iii) below)) of Loans with respect to Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, (ii) in respect of Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders with Revolving Credit Commitments in accordance with their percentage of the Revolving Credit Commitments, (iii) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (iv) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans.
(d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Term Commitments, Other Revolving Credit Loans and/or Other Term Revolving Credit Commitments).
(ce) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement intercreditor agreement (or to effect a replacement of any intercreditor agreement or put in place a Customary Intercreditor Agreement, as applicable) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.202.30.
(df) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 2.30 shall supersede any provisions in Sections 2.12 2.18 or 10.1 10.01 to the contrary and the Borrowers Borrower and the Administrative Agent may amend Section 2.12 2.18 solely to implement the extent necessary to give effect to the permitted terms and conditions of any Refinancing Amendment.
Appears in 3 contracts
Sources: Credit Agreement (Harsco Corp), Credit Agreement (Harsco Corp), Amendment Agreement (Harsco Corp)
Refinancing Amendments. In addition, notwithstanding Sections 10.05(a), (ab) At any time after and (c), this Agreement may be amended with the Closing Datewritten consent of the Administrative Agent, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect Borrower Representative and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all or any portion of the outstanding Term Loans then outstanding under this Agreement of a tranche (which will be deemed “Refinanced Term Loans”) with a replacement term loan (“Replacement Term Loans”) hereunder; provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (ii) the Applicable Margin with respect to include any then outstanding Other such Replacement Term Loans (or similar interest rate spread applicable to such Replacement Term Loans) in shall not be higher than the form of Other Applicable Margin for such Refinanced Term Loans (or Other similar interest rate spread applicable to such Refinanced Term Commitments pursuant Loans) immediately prior to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricingrefinancing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is of such Replacement Term Loans shall not be shorter than, than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Term Loans being Refinanced;
Loans) and (iv) subject all other terms applicable to clause (ii) above, will have terms and conditions that are either such Replacement Term Loans shall be substantially identical to, or, taken as a whole, or less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt Replacement Term Loans than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions those applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issuedRefinanced Term Loans, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, except to the extent reasonably requested by necessary to provide for covenants and other terms applicable to any period after the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each latest final maturity of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
in effect immediately prior to such refinancing (c) Any Refinancing Amendment mayand, without limiting the consent of any other Lendersforegoing, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, Collateral Agent are authorized to effect the provisions of this Section 2.20.
(d) Notwithstanding anything amend any Security Document to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 extent necessary to ensure that all such Term Loans or 10.1 to Revolving Commitments are provided with the contrary and benefit of the Borrowers and applicable Security Documents on a pari passu basis with the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentother Obligations).
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (Fmsa Holdings Inc), Credit and Guaranty Agreement (Fmsa Holdings Inc), Credit and Guaranty Agreement (Fmsa Holdings Inc)
Refinancing Amendments. (a) At any time after The Borrower may, with the Closing Dateconsent of the Administrative Agent, the Borrowers may obtain, from any Lender or any Additional New Term Loan Lender, Permitted Credit Agreement Refinancing Debt in respect of Indebtedness, to refinance all or any portion of the Term Loans then outstanding under this Agreement and Commitments hereunder (which for this purpose will be deemed to include any then outstanding Other New Term Loans) in the form of Other Term Loans or Other Term Commitments ), pursuant to a Refinancing Amendment; provided that (i) such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) Indebtedness will have such pricing, premiumsfees (including upfront fees and original interest discount (“OID”)), optional prepayment terms, redemption premiums and subordination terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
, (iiiii) such Credit Agreement Refinancing Indebtedness, will have a maturity date that is not prior to the maturity date ofof the Class of Term Loans being refinanced, and will have a Weighted Average Life to Maturity that is not shorter than, than the remaining Weighted Average Life to Maturity of the Class of Term Loans being Refinanced;
refinanced, provided that in the case of Permitted Junior Priority Refinancing Debt and Permitted Unsecured Refinancing Debt, such Indebtedness will have a maturity date that is not prior to the 91st day after the maturity date of the Class of Term Loans being refinanced at the time of issuance or incurrence of such Credit Agreement Refinancing Indebtedness, (iviii) subject to clause (ii) aboveexcept as otherwise permitted herein, such Credit Agreement Refinancing Indebtedness will have terms and conditions that are either substantially identical to, or, taken as a whole, less whole that are no more favorable to the Lenders or Additional Lenders investors providing such Permitted Credit Agreement Refinancing Debt Indebtedness than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders investors thereof and applicable only during periods after the Latest Maturity Date latest maturity date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtainedobtained and (iv) the interest rate margins applicable to such Credit Refinancing Indebtedness shall be agreed between the Borrower and the investors thereunder. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 andSections 6.01(i) and 6.06, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date (it being understood that all references to “the date of such Credit Event” or similar language in such Sections shall be deemed to refer to the effective date of such Refinancing Amendment). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 4.1.
(b) 2.15 shall be in an aggregate principal amount that is not less than $50,000,000 and an integral multiple of $5,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other New Term Loans and/or Other New Term Loan Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.15.
(db) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.15 shall supersede any provisions in Sections 2.12 Section 5.08 or 10.1 Section 14.01 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 3 contracts
Sources: Refinancing Amendment (MRC Global Inc.), Term Loan Credit Agreement (MRC Global Inc.), Refinancing Amendment and Incremental Joinder Agreement (MRC Global Inc.)
Refinancing Amendments. (a) At any time after the Closing Restatement Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness (other than Permitted Additional Debt) in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) Agreement, in the form of Other Term Loans or Other Term Loan Commitments pursuant to a Refinancing Amendment; provided that (A) such Permitted Credit Agreement Refinancing Debt:
(i) Indebtedness will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
, (iiB) such Credit Agreement Refinancing Indebtedness will have such pricing, premiumsfees, interest, premiums and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
thereof (iiiprovided, that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (C) such Credit Agreement Refinancing Indebtedness will have a maturity date that is not prior to later than the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
Refinanced Debt, (ivD) subject to clause (ii) abovethe covenants, will have terms events of default and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing guarantees of such Permitted Credit Agreement Refinancing Debt thanIndebtedness, if not consistent with the Refinanced Debt; and
terms of the Tranche B-2 Term Loans, shall be on customary market terms for Indebtedness of such type (vas determined by the Borrower in good faith) ((provided, that the financial maintenance covenant on the then outstanding Term Loans shall be amended to provide the Lenders the benefit of any financial maintenance covenant of such Credit Agreement Refinancing Indebtedness that is in addition to or more restrictive in any material manner than the financial maintenance covenant on the then outstanding Term Loans)), (E) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that refinanced and (F) other than in the terms and conditions applicable to such Permitted case of Credit Agreement Refinancing Debt may provide for any additional or different financial or Indebtedness the proceeds of which are applied to pay all outstanding Term Loans and other covenants or other provisions that are agreed between Obligations in full in cash, the Borrowers and Borrower shall have obtained the Lenders thereof and applicable only during periods after consent of the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtainedRequired Lenders. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction (or waiver) on the date thereof of each of the conditions set forth in Section 4.2 4.01 (and for purposes thereof the incurrence of the Credit Agreement Refinancing Indebtedness shall be deemed to be a Request for Credit Extension) and, to the extent reasonably requested by the Administrative AgentAgent and the Required Lenders, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements and a solvency certification or representation, in each case materially consistent with those delivered on the Closing Restatement Effective Date under Section 4.1.
4.02 (bother than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent), and customary reaffirmation agreements. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.18(a) shall be in an aggregate principal amount that is (x) not less than $40,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. .
(b) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(cii) Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.18, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. Without limiting the foregoing, in connection with any Refinancing Amendment, the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date after giving effect to such Refinancing Amendment so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent).
(dc) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.18 shall supersede any provisions in Sections 2.12 Section 2.14, 2.15 or 10.1 10.08 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 3 contracts
Sources: Credit Agreement (Yellow Corp), Credit Agreement (Yellow Corp), Credit Agreement (YRC Worldwide Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers The Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement Indebtedness (which will be deemed to include any then outstanding Other Term Loansx) in the form of Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, in each case, to refinance all or any portion of the Loans and Commitments hereunder (which for this purpose will be deemed to include any then outstanding Other Revolving Commitments, Other Revolving Loans and/or Other Term Loans), pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
, (ii) will have such pricing, premiumsfees (including upfront fees and OID), optional prepayment terms, redemption premiums and subordination terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
, (iii) (x) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date ofof the Class of Term Loans or Revolving Commitments being refinanced, and will have a Weighted Average Life to Maturity that is not shorter than, than the remaining Weighted Average Life to Maturity of the Class of Term Loans being Refinanced;
refinanced (if applicable) and (y) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date with respect to the Class of Revolving Commitments or Class of Term Loans being refinanced and (iv) subject to clause (ii) aboveexcept as otherwise permitted herein, will have terms and conditions taken as a whole that are either substantially identical to, or, taken as a whole, less or no more favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt Indebtedness than, the Refinanced Debt; and
provided further that (vx) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtainedobtained and (y) the effectiveness of any Refinancing Amendment, together with the effectiveness of any increase in Revolving Commitments, shall not result in there being more than four separate Maturity Dates in effect for all Revolving Commitments. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
4.03(a) and (b) (it being understood that all references to “the date of such Credit Event” or similar language in Section 4.03(a) and (b) shall be deemed to refer to the effective date of such Refinancing Amendment). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.19 shall be in an aggregate principal amount that is not less than $50,000,000 and an integral multiple of $5,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, pursuant to any Other Revolving Commitments established thereby, on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.19. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments hereunder to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding such extended revolving commitments, be deemed to be participation interests in respect of such extended revolving commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(db) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.19 shall supersede supercede any provisions in Sections 2.12 Section 2.17 or 10.1 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 3 contracts
Sources: Credit Agreement Refinancing Amendment (Windstream Corp), Amendment and Restatement Agreement (Windstream Corp), Credit Agreement (Windstream Corp)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of Other Loans to refinance all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed made pursuant to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Other Loans (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
, (ii) will have such pricing, premiums, premiums and optional prepayment or redemption terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
, (iii) will have a final maturity date that is not prior to the maturity date ofno earlier than, and will have a Weighted Average Life to Maturity that is not shorter equal to or greater than, the Term Loans being Refinanced;
refinanced, and (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, or (taken as a whole, less ) are no more favorable to the Lenders lenders or Additional Lenders holders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, Other Term Commitments and Other Loans than those applicable to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the refinanced unless (A) such more restrictive terms and conditions are not applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods until after the then Latest Maturity Date that or (B) this Agreement is amended in effect a manner reasonably satisfactory to the Administrative Agent and the Borrower to incorporate such more restrictive provisions for the benefit of the Lenders (which amendment shall not require the consent of any Lender). Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the date such Permitted Credit Agreement applicable Refinancing Debt is issued, incurred or obtainedAmendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
4.01 (b) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Other Term Commitments and Other Loans incurred under this Section 2.13 shall be in an aggregate principal amount that is not less than $100,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Other Term Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments as Loans and Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, this 2.13. This Section 2.20 2.13 shall supersede any provisions in Sections 2.12 Section 2.11 or 10.1 10.01 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 contrary. No Lender shall be under any obligation to implement provide any Other Term Commitment unless such Lender executes a Refinancing Amendment.
Appears in 3 contracts
Sources: Credit Agreement (JOANN Inc.), Second Lien Term Credit Agreement (JOANN Inc.), Credit Agreement (Jo-Ann Stores Holdings Inc.)
Refinancing Amendments. (a) At any time after the Closing Second Restatement Effective Date, the Borrowers Borrower may obtain, obtain from any Lender or any Additional Refinancing Lender, Permitted Credit Agreement Refinancing Debt in respect of Term Loans that refinance all or any portion of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Other Refinancing Term Loans) ), in the form of Other Term Loans or Other Term Commitments each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) such Refinancing Term Loans will rank pari passu in right of payment and of security with the other Term Loans and Term Commitments hereunder;
, (ii) will such Refinancing Term Loans shall have such pricing, premiums, optional prepayment pricing and call protection terms and financial covenants (subject to clause (iii) below) as may be agreed by the Borrowers Borrower and the Lenders thereof;
, (iii) will have each tranche of Refinancing Term Loans shall be prepaid and repaid on a maturity date pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) with all voluntary prepayments and mandatory prepayments of the other Classes of Term Loans, it being understood that is not prior the amortization schedule applicable to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Refinancing Term Loans being Refinanced;
shall be determined by the Borrower and the Lenders providing the Refinancing Term Loans, (iv) subject to clause except as provided in clauses (ii) aboveand (iii) above or as provided below, will such Refinancing Term Loans shall have covenants, events of default, guarantees, collateral and other terms and conditions that are either substantially identical to, or, taken as a whole, or less favorable to the Lenders or Additional Lenders providing of such Permitted Credit Agreement Refinancing Debt Term Loans than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so RefinancedB-2 Loans; provided, furtherhowever, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is Term Loans are issued, incurred or obtained, (v) (A) in no event shall the final maturity date of any tranche of Refinancing Term Loans at the date of establishment thereof be earlier than the then Latest Maturity Date of any other Term Loans hereunder, and (B) the Weighted Average Life to Maturity of any Refinancing Term Loans at the time of establishment thereof shall be no shorter than the Weighted Average Life to Maturity of the tranche of Term Loans being refinanced by such Refinancing Term Loans (except by virtue of amortization or prepayment of such Term Loans being refinanced) and (vi) at no time shall there be Classes of Term Loans hereunder (including Refinancing Term Loans and Extended Term Loans) that have more than five (5) different Maturity Dates. The Borrower shall prepay Term Loans with the Net Cash Proceeds of such Refinancing Term Loans pursuant to Section 2.05(b)(iv). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 Sections 4.02(a), (b) and(c) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions, officers’ resolutions and officer’s certificates and/or reaffirmation agreements consistent with those delivered on the Original Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Loan Documents. Each tranche of Refinancing Term Loans incurred under this Section 4.1.
(b) 2.15 shall be in an aggregate principal amount that is not less than $50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Term Loans incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Commitments subject thereto as Other Refinancing Term Loans and/or Other Refinancing Term Commitments).
, (cii) Any provide certain class protection to the Lenders and Additional Refinancing Amendment mayLenders providing such Refinancing Term Loans with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iv) effect such other amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement2.15, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and Required Lenders hereby expressly authorize the Administrative Agent may amend Section 2.12 to implement enter into any such Refinancing Amendment.
Appears in 3 contracts
Sources: Fourth Amendment Agreement (CRC Health CORP), Credit Agreement (CRC Health CORP), Third Amendment Agreement (CRC Health CORP)
Refinancing Amendments. (a) At any time after the Closing Eleventh Amendment Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) Agreement, in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, premiums and optional prepayment or redemption terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders lenders thereof;
, (iiiii) will have a maturity date that is not prior to the maturity date ofno earlier than, and will have a Weighted Average Life to Maturity that is not shorter equal to or greater than, the Term Loans being Refinanced;
refinanced, (iii)(A) constitutes Indebtedness of the Borrower that is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor, (B) is not secured by any assets of the Borrower or any Subsidiary other than the Collateral (and, if secured, the security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such changes as are reasonably satisfactory to the Administrative Agent)) and (C) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to one or more intercreditor agreements reasonably satisfactory to the Administrative Agent, and (iv) subject to clause (ii) above, will have terms covenants and conditions events of default (which, for the avoidance of doubt, excludes pricing, premiums and optional prepayment or redemption terms) that are either substantially identical to, or, or (taken as a whole, less whole as determined by the Borrower in its reasonable judgment) are no more favorable to the Lenders lenders or Additional Lenders holders providing such Permitted Credit Agreement Refinancing Debt than, Indebtedness than those applicable to the Refinanced Debt; and
(v) Term Loans being refinanced are to the proceeds Lenders of such Permitted Term Loans; provided that the covenants and events of default applicable to such Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained; provided, further, that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material covenants and events of default of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such covenants and events of default satisfy the requirement of this clause (iv) shall be conclusive evidence that such covenants and events of default satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)). Any Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 5.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates certificates, mortgage amendments and other documentation and instruments with respect to real property collateral and/or reaffirmation agreements substantially consistent with those delivered on the Closing Ninth Amendment Effective Date (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Any Credit Agreement Refinancing Indebtedness incurred under this Section 4.1.
2.14 shall be in an aggregate principal amount that is not less than $25,000,000 (b) or such lesser amount as the Administrative Agent may agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments subject thereto as Other Refinancing Term Loans and/or Other Refinancing Term Loan Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.14.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 3 contracts
Sources: Credit Agreement (Huntsman International LLC), Credit Agreement (Huntsman International LLC), Credit Agreement (Huntsman International LLC)
Refinancing Amendments. (a) At any time on or after the Closing Collateral Trigger Event Date, the Borrowers Borrower may obtain, from any Lender or any Additional Revolving Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term Revolving Loans then outstanding (or unused Revolving Commitments) under this Agreement (which will be deemed to include any then outstanding Other Term Revolving Loans) , and Other Revolving Commitments, Incremental Revolving Loans and Additional/Replacement Revolving Commitments), in the form of Other Term Revolving Loans or Other Term Commitments Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that the Net Proceeds, if any, of such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment reduction of outstanding Term Loans Revolving Commitments being so Refinancedrefinanced; provided, further, that that, without limitation, the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. The effectiveness Each Class of any Credit Agreement Refinancing Amendment Indebtedness incurred under this Section 2.21 shall be subject to in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of legal opinionsLetters of Credit for the account of the Borrower, board resolutionspursuant to any Other Revolving Commitments established thereby, officers’ certificates and/or reaffirmation agreements consistent with those delivered on terms substantially equivalent to the Closing Date terms applicable to Letters of Credit under Section 4.1.
(b) the Revolving Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Revolving Loans and/or Other Term Revolving Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.21. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(db) Notwithstanding anything to the contrary in this Agreementcontrary, this Section 2.20 2.21 shall supersede any provisions in Sections 2.12 Section 2.18 or 10.1 Section 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Vacasa, Inc.), Revolving Credit Agreement (Vacasa, Inc.), Revolving Credit Agreement (Vacasa, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower (any such existing Lender or other Person being called an “Additional Refinancing Lender, Permitted ”) Credit Agreement Refinancing Debt Indebtedness under this Agreement in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) ), in the form of Other Term Loans or Other Term Commitments Commitments, pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder;
hereunder and, with respect to such Credit Agreement Refinancing Indebtedness that is secured, will be subject to the applicable Other Intercreditor Agreement, (ii) will have such pricing, premiumsinterest, fees, premiums and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Additional Refinancing Lenders thereof;
, (iii) will have a maturity date not be secured by any assets that is do not prior to the maturity date of, constitute Collateral and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to except as permitted in clause (ii) above), will otherwise have terms and conditions that are either substantially identical to, or, or (taken as a whole, less ) no more favorable (as reasonably determined by the Borrower) to the Additional Refinancing Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, thereof than those applicable to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms applicable Refinanced Debt (other than covenants and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during to periods after the then-applicable Latest Maturity Date that is in effect on of the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtainedapplicable Refinanced Debt). The effectiveness of any Refinancing Amendment shall be subject to such conditions as are mutually agreed with the satisfaction on the date thereof participating Additional Refinancing Lenders. Each Class of each Credit Agreement Refinancing Indebtedness (other than in connection with an extension of the conditions maturity of Term Loans) incurred under this Section 2.17 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $5,000,000, provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Credit Agreement Refinancing Indebtedness set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendmentabove. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Agent, and the BorrowersBorrower, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything and each Lender hereby expressly authorizes the Administrative Agent to the contrary in this Agreement, this enter into any such Refinancing Amendment. All Other Term Loans and Other Term Loan Commitments shall only be borrowed and/or guaranteed by Loan Parties. No Lender shall be required to provide any Credit Agreement Refinancing Indebtedness. This Section 2.20 2.17 shall supersede any provisions in Sections 2.12 Section 2.08 or 10.1 12.12 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 3 contracts
Sources: First Lien Credit and Guarantee Agreement (Janus International Group, Inc.), First Lien Credit and Guarantee Agreement (Janus International Group, Inc.), First Lien Credit and Guarantee Agreement (Janus International Group, Inc.)
Refinancing Amendments. (a) At any time after After the Closing Spinoff Date, (a) notwithstanding anything to the Borrowers contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.23), the Borrower Representative may obtain, from any Lender by written notice to the Administrative Agent establish one or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect more additional tranches of all or any portion of the Term Loans then outstanding term loans under this Agreement (which will be deemed to include any then outstanding Other such loans, “Refinancing Term Loans) ”), all Net Proceeds of which are used to Refinance in the form whole or in part any Class of Other Term Loans or Other Term Commitments pursuant to Section 2.11(b)(2). Each such notice shall specify the date (each, a “Refinancing AmendmentEffective Date”) on which the Borrower Representative proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided that such Permitted Credit Agreement Refinancing Debtprovided, that:
(i) will rank pari passu in right of payment before and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior after giving effect to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the borrowing of such Refinancing Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of Effective Date each of the conditions set forth in Section 4.2 and4.03 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the applicable Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the applicable Borrower in good faith) be substantially similar to, or no more restrictive to Parent and its Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date or are otherwise reasonably requested by acceptable to the Administrative Agent);
(vi) [reserved];
(vii) there shall be no borrower (other than the Borrowers) and no guarantors (other than the Loan Parties) in respect of such Refinancing Term Loans;
(viii) Refinancing Term Loans shall not be secured by any asset of Parent or any of its subsidiaries other than the Collateral; and
(ix) Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.11(b)(2)) hereunder, receipt by as specified in the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1applicable Refinancing Amendment.
(b) The Administrative Agent shall promptly notify each Any Borrower may approach any Lender as or any other person that would be a permitted Assignee pursuant to the effectiveness of each Refinancing Amendment. Each Section 9.04 to provide all or a portion of the parties hereto hereby agrees thatRefinancing Term Loans; provided, upon that any Lender offered or approached to provide all or a portion of the effectiveness of Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Amendment, this Agreement Effective Date shall be deemed amended designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent (but only to provided in the extent) necessary to reflect the existence and terms applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments)made to a Borrower.
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 2.23), the Borrower Representative may by written notice to the contrary and the Borrowers and the Administrative Agent establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Facility Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Facility Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower Representative proposes that the Replacement Revolving Facility Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided, that: (i) before and after giving effect to the establishment of such Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 4.03 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving Facility Commitments and any concurrent reduction in the aggregate amount of any other Revolving Facility Commitments, the aggregate amount of Revolving Facility Commitments shall not exceed the aggregate amount of the Revolving Facility Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; (iii) no Replacement Revolving Facility Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Facility Maturity Date for the Revolving Facility Commitments being replaced; (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the applicable Borrower and the Lenders providing such Replacement Revolving Facility Commitments and (y) the amount of any letter of credit sublimit under such Replacement Revolving Facility, which shall be as agreed between the applicable Borrower, the Lenders providing such Replacement Revolving Facility Commitments, the Administrative Agent and the replacement issuing bank, if any, under such Replacement Revolving Facility Commitments) taken as a whole shall (as determined by the applicable Borrower in good faith) be substantially similar to, or no more restrictive to Parent and the Subsidiaries than, those, taken as a whole, applicable to the Revolving Facility Commitments so replaced (except to the extent such covenants and other terms apply solely to any period after the latest Revolving Facility Maturity Date in effect at the time of incurrence or are otherwise reasonably acceptable to the Administrative Agent); and (v) there shall be no borrower (other than the Borrowers) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility; and (vi) Replacement Revolving Facility Commitments and extensions of credit thereunder shall not be secured by any asset of Parent and its subsidiaries other than the Collateral. In addition, the applicable Borrower may amend establish Replacement Revolving Facility Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with the proceeds of Replacement Revolving Loans or otherwise), so long as the aggregate amount of such Replacement Revolving Facility Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith (it being understood that such Replacement Revolving Facility Commitment may be provided by the Lenders holding the Term Loans being repaid and/or by any other person that would be a permitted Assignee hereunder) so long as (i) before and after giving effect to the establishment such Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 2.12 4.03 shall be satisfied to implement the extent required by the relevant agreement governing such Replacement Revolving Facility Commitments, (ii) the remaining life to termination of such Replacement Revolving Facility Commitments shall be no shorter than the Weighted Average Life to Maturity then applicable to the refinanced Term Loans, (iii) the final termination date of the Replacement Revolving Facility Commitments shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans, (iv) [reserved], (v) there shall be no borrower (other than the Borrowers) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility; and (vi) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the applicable Borrower and the Lenders providing such Replacement Revolving Facility Commitments and (y) the amount of any Refinancing Amendmentletter of credit sublimit under such Replacement Revolving Facility, which shall be as agreed between the Applicable Borrower, the Lenders providing such Replacement Revolving Facility Commitments, the Administrative Agent and the replacement issuing bank, if any, under such Replacement Revolving Facility Commitments) taken as a whole shall (as determined by the applicable Borrower in good faith) be substantially similar to, or no more restrictive to Parent and its Subsidiaries than, those, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date or are otherwise reasonably acceptable to the Administrative Agent). Solely to the extent that an Issuing Bank is not a replacement issuing bank under a Replacement Revolving Facility, it is understood and agreed that such Issuing Bank shall not be required to issue any letters of credit under such Replacement Revolving Facility and, to the extent it is necessary for such Issuing Bank to withdraw as an Issuing Bank, as the case may be, at the time of the establishment of such Replacement Revolving Facility, such withdrawal shall be on terms and conditions reasonably satisfactory to such Issuing Bank in its sole discretion. The Initial Borrower agrees to reimburse each Issuing Bank in full upon demand, for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal.
Appears in 3 contracts
Sources: Credit Agreement (Adient PLC), Credit Agreement (Johnson Controls Inc), Credit Agreement (Adient LTD)
Refinancing Amendments. (a) At any time On one or more occasions after the Closing Funding Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lenderother bank, Permitted Credit Agreement Refinancing Debt in respect of all financial institution or other institutional lender or investor that agrees to provide any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Refinancing Loans or Other Term Refinancing Commitments pursuant to a Refinancing AmendmentAmendment in accordance with this Section 2.21 (each, an “Additional Refinancing Lender”); provided that the Administrative Agent and the L/C Issuers shall have consented (not to be unreasonably withheld or delayed) to such Permitted Credit Agreement Lender’s or Additional Refinancing Debt:Lender’s providing such Refinancing Loans or Refinancing Commitments to the extent such consent, if any, would be required under Section 9.04(b) for an assignment of Commitments or Loans to such Additional Refinancing Lender.
(ib) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the following conditions set forth precedent:
(i) no Default or Event of Default shall exist and be continuing or would immediately result from the incurrence of such Refinancing Facility;
(ii) the representations and warranties of each Loan Party contained in Section 4.2 andArticle III or any other Loan Document shall be true and correct in all material respects; provided, that, to the extent reasonably requested by the Administrative Agentthat such representations and warranties specifically refer to an earlier date, receipt by the Administrative Agent they shall be true and correct in all material respects as of legal opinionssuch earlier date; provided, board resolutionsfurther, officers’ certificates and/or reaffirmation agreements consistent with those delivered that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the Closing Date under Section 4.1.such respective dates;
(biii) The Administrative Agent the Refinancing Maturity Date of (x) any Refinancing Term Facility shall promptly notify each Lender as to not be earlier than the effectiveness of each Refinancing Amendment. Each Final Maturity Date of the parties hereto hereby agrees that, upon the effectiveness of Term Loan Facility being refinanced and (y) any Refinancing Amendment, this Agreement Facility shall not be deemed amended to earlier than the extent (but only to the extent) necessary to reflect the existence and terms Final Maturity Date of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.Revolving Facility being refinanced;
Appears in 3 contracts
Sources: Credit Agreement (DT Midstream, Inc.), Credit Agreement (DT Midstream, Inc.), Credit Agreement (DT Midstream, Inc.)
Refinancing Amendments. (a) At any time after Notwithstanding anything to the Closing Datecontrary in this Agreement, the Borrowers Borrower may obtain, from any Lender by written notice to the Administrative Agent establish one or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect more additional tranches of all or any portion of the Term Loans then outstanding term loans under this Agreement (which will be deemed to include any then outstanding Other such loans, “Refinancing Term Loans”), all cash proceeds from the incurrence, issuance or sale by the Borrower of which Refinancing Term Loans, net of all taxes paid or reasonably estimated to be payable, directly or indirectly, as a result thereof and fees (including investment banking fees, underwriting fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such incurrence, issuance or sale, are used to Refinance in whole or in part any Loans (or one or more Class(es) in of Loans). Each such notice shall specify the form applicable Class(es) of Other Loans being refinanced and the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or Other Term Commitments pursuant such shorter period agreed to a Refinancing Amendmentby the Administrative Agent in its sole discretion); provided that such Permitted Credit Agreement Refinancing Debtthat:
(i) will rank pari passu before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date:
(A) the representations and warranties of Borrower set forth in right of payment this Agreement and of security with the other Loans Loan Documents shall be true and Commitments hereundercorrect in all material respects (except in the case of any such representations and warranty that expressly relates to an earlier given date or period, in which case such representation and warranty shall be true and correct in all material respects as of the respective earlier date or respective period, as the case may be); and
(B) no Default shall have occurred and be continuing;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may the final maturity date of the Refinancing Term Loans shall be agreed by no earlier than the Borrowers and Maturity Date of the Lenders thereofrefinanced Loans;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the of such Refinancing Term Loans being Refinancedshall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Loans;
(iv) subject the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Loans plus amounts used to clause pay fees, premiums, costs and expenses (iiincluding original issue discount) aboveand accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, will have upfront fees, interest rates and any other pricing terms and conditions that are either optional prepayment, mandatory prepayment, amortization or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall (when taken as a whole and as determined by the Borrower in good faith) be substantially identical similar to, oror not materially less favorable to the Borrower than, the terms (taken as a whole, less favorable ) applicable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that refinanced (except to the extent such covenants and other terms and conditions applicable apply solely to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods period after the Latest Maturity Date that is then in effect or are otherwise reasonably acceptable to the Administrative Agent); provided that any Refinancing Term Loans that are unsecured or rank junior in right of security to the Initial Term Loans and the Term B-1 Loans shall not have scheduled amortization commencing prior to the Latest Maturity Date other than at a nominal rate;
(vi) with respect to Refinancing Term Loans secured by Liens on the date Collateral that rank junior in right of security to the Initial Term Loans and Term B-1 Loans, such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall Liens will be subject to a Permitted Junior Intercreditor Agreement;
(vii) there shall be no borrower (other than the satisfaction Borrower) and no guarantors (other than the Guarantors) in respect of such Refinancing Term Loans (unless such other borrower or guarantor provides a Guarantee of the Obligations on terms reasonably acceptable to the Administrative Agent substantially concurrently with the making of such Refinancing Term Loans);
(viii) Refinancing Term Loans shall not be secured by any asset of the Borrower and its Subsidiaries other than the Collateral (or assets that become Collateral substantially concurrently with the making of such Refinancing Term Loans); and
(ix) Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment.
(b) Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent establish one or more additional facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided, that: (i) before and after giving effect to the establishment of such Replacement Revolving Commitments on the date thereof of Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 4.2 4.02 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Commitments, the aggregate amount of Revolving Commitments shall not exceed the aggregate amount of the Revolving Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; (iii) no Replacement Revolving Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Facility Commitment Termination Date for the Revolving Commitments being replaced; (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the applicable Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any letter of credit sublimit under such Replacement Revolving Facility, which shall be as agreed between the applicable Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the replacement issuing bank, if any, under such Replacement Revolving Commitments) taken as a whole shall (as determined by the applicable Borrower in good faith) be substantially similar to, or no more restrictive to the Borrower and the Subsidiaries than, those applicable to the Revolving Commitments so replaced (except to the extent such covenants and other terms apply solely to any period after the latest Maturity Date with respect to the Revolving Commitments in effect at the time of incurrence or are otherwise reasonably acceptable to the Administrative Agent); and (v) there shall be no borrower (other than the Borrowers) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility; and (vi) Replacement Revolving Commitments and extensions of credit thereunder shall not be secured by any asset of Borrower and its Subsidiaries other than the Collateral. Solely to the extent that an Issuing Bank is not a replacement issuing bank under a Replacement Revolving Facility, it is understood and agreed that such Issuing Bank shall not be required to issue any letters of credit under such Replacement Revolving Facility and, to the extent it is necessary for such Issuing Bank to withdraw as an Issuing Bank, as the case may be, at the time of the establishment of such Replacement Revolving Facility, such withdrawal shall be on terms and conditions reasonably requested by satisfactory to such Issuing Bank in its sole discretion. The Borrower agrees to reimburse each Issuing Bank in full upon demand, for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal.
(c) The Borrower may approach any Lender or any other person that would be a permitted assignee pursuant to Section 9.04 to provide all or a portion of the Administrative AgentRefinancing Term Loans or Replacement Revolving Commitments; provided, receipt by that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans or Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Refinancing Loan or Replacement Revolving Commitments. Any Refinancing Term Loans or Replacement Revolving Commitments made on any Refinancing Effective Date shall be designated an additional Class of Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans or Replacement Revolving Commitments may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans or Replacement Revolving Commitments, be designated as an increase in any previously established Class of Loans made to the Borrower.
(d) Any Borrower and each Lender providing the applicable Refinancing Term Loans and/or Replacement Revolving Commitments (as applicable) shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Term Loans and/or Replacement Revolving Commitments (as applicable). For purposes of legal opinionsthis Agreement and the other Loan Documents, board resolutionsif a Lender is providing a Refinancing Term Loan, officers’ certificates and/or reaffirmation agreements consistent with such Lender will be deemed to have an Other Term Loan having the terms of such Refinancing Term Loan. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.19), (i) no Refinancing Term Loan or Replacement Revolving Commitment is required to be in any minimum amount or any minimum increment, (ii) there shall be no condition to any incurrence of any Refinancing Term Loan or Replacement Revolving Commitment at any time or from time to time other than those delivered on the Closing Date under Section 4.1.
set forth in clauses (a) or (b) The Administrative Agent above, as applicable, and (iii) all Refinancing Term Loans, Replacement Revolving Commitments and all obligations in respect thereof shall promptly notify each Lender as be Obligations under this Agreement and the other Loan Documents that rank equally and ratably in right of security with the Initial Term Loans, the Term B-1 Loans and other Obligations (other than Refinancing Term Loans or Replacement Revolving Commitments that rank junior in right of security, and except to the effectiveness of each extent any such Refinancing AmendmentTerm Loans or Replacement Revolving Commitments are secured by the Collateral on a junior lien basis in accordance with the provisions above). Each of the parties hereto hereby agrees that, upon Upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) or Replacement Revolving Commitments evidenced thereby as provided for in Section 9.02. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as deemed amendment may be necessary or appropriate, memorialized in the reasonable opinion of writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything furnished to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentother parties hereto.
Appears in 3 contracts
Sources: Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp), Increase Joinder (Frontier Communications Corp)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of (a) all or any portion of the Term Loans (which for purposes of this sentence will be deemed to include any Incremental Term Loans or Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this sentence will be deemed to include any then outstanding Incremental Revolving Loans, Incremental Revolving Commitments, Other Term Loans) Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank may be secured by Liens on the Collateral on a pari passu in right of payment and of security or junior basis with respect to the Liens on the Collateral securing the other Loans and Commitments hereunder;
hereunder (provided that to the extent such Term Loans are secured by junior liens the applicable parties shall have entered into a customary intercreditor agreement reasonably satisfactory to the Administrative Agent and the Borrower), (ii) will have such pricingpricing (including, for the avoidance of doubt, any “most favored nation” pricing provision), interest rate margins (including whether such interest is payable in cash or in kind), rate floors, discounts, fees, premiums, prepayment premiums and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
thereof (provided, that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (iii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
refinanced, (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of the Revolving Commitments or the Other Revolving Commitments being so Refinancedrefinanced and (v) subject to clause (ii) above, will have terms and conditions that are substantially identical to, or no more favorable (taken as a whole) to the lenders or investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt or such terms shall be current market terms (as reasonably determined by the Borrower) for such type of Indebtedness; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. .
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
4.01 (bother than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.20 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans or Other Revolving Loans and (y) an integral multiple of $10,000,000 in excess thereof in each case. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Revolving Loans, Other Term Loans Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20.
(dc) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 or otherwise, (i) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Loans or Other Revolving Commitments, (B) repayments required at maturity and (C) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (iii) below)) of Other Revolving Loans shall supersede be made on a pro rata basis with all other Revolving Commitments, (ii) all Swing Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Revolving Facility Percentage and (iii) the permanent repayment of Revolving Loans and termination of Revolving Commitments shall be made on a pro rata basis, except that the Borrower shall be permitted to permanently repay and terminate Revolving Commitments of any provisions in Sections 2.12 or 10.1 Class on a better than pro rata basis as compared to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentother Class with a later maturity date than such Class.
Appears in 2 contracts
Sources: Credit Agreement (Circor International Inc), Credit Agreement (Circor International Inc)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other First Lien Term Loans), (ii) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments) and (iii) all or any portion of First Lien Incremental Equivalent Debt, in the form of (x) Other First Lien Term Loans or Other First Lien Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank be unsecured or will be secured by the Collateral on a pari passu in right of payment and of security or junior basis with the other Loans Secured Obligations (and Commitments hereunder;
if secured, subject to the terms of the First/Second Lien Intercreditor Agreement and/or a Customary Intercreditor Agreement, as applicable), (ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
, and (iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing Net Proceeds of such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so Refinanced; providedrefinanced or the prepayment, furthersatisfaction and discharge or redemption of outstanding First Lien Incremental Equivalent Debt, that as the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt case may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtainedbe. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower and, to the extent reasonably requested by the First Lien Administrative Agent, receipt by the First Lien Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.1.
4.01 (bother than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the First Lien Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the First Lien Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the Borrower of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments; provided that no Issuing Bank or Swingline Lender shall be required to act as “issuing bank” or “swingline lender” under any such Refinancing Amendment without its written consent. The First Lien Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other First Lien Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other First Lien Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other First Lien Loan Documents as may be necessary or appropriate, in the reasonable opinion of the First Lien Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.21 (including, in connection with an Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitments, to reallocate Revolving Exposure on a pro rata basis among the relevant Revolving Lenders). In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(db) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.21 shall supersede any provisions in Sections 2.12 Section 2.18 or 10.1 Section 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 2 contracts
Sources: Credit Agreement (Sotera Health Co), Credit Agreement (Sotera Health Topco, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.20 2.23), the Borrower may by written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), all Net Proceeds of which are used to Refinance in whole or in part any Class of Term Loans pursuant to Section 2.11(b)(i)(2). Each such notice shall supersede specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent); provided, that:
(i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.02 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans incurred pursuant to this Section 2.23 shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) the covenants and events of default applicable to such Refinancing Term Loans taken as a whole shall (as determined by Parent in good faith) be not materially more restrictive to Parent and its Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any provisions period after the Latest Maturity Date or are applied for the benefit of the Term Loans then outstanding);
(vi) [reserved];
(vii) there shall be no borrower (other than the Borrower) and no guarantors (other than the Loan Parties or entities that become Loan Parties) in Sections 2.12 respect of such Refinancing Term Loans;
(viii) Refinancing Term Loans shall not be secured by any asset of Parent or 10.1 any of its subsidiaries other than the Collateral; and
(ix) Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.11(b)(i)(2)) hereunder, as specified in the applicable Refinancing Amendment.
(b) The Borrower may approach any Lender or any other person that would be a permitted Assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower.
(c) The Borrower and each Lender providing the applicable Refinancing Term Loans shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Term Loans. For purposes of this Agreement and the other Loan Documents, if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have an Other Term Loan having the terms of such Refinancing Term Loan. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.23), (i) the aggregate amount of Refinancing Term Loans will not be included in the calculation of clause (I)(a) or (II)(a) of the definition of “Incremental Amount”, (ii) no Refinancing Term Loan is required to be in any minimum amount or any minimum increment, (iii) there shall be no condition to any incurrence of any Refinancing Term Loan at any time or from time to time other than those set forth in clause (a) above and (iv) all Refinancing Term Loans and all obligations in respect thereof shall be Loan Obligations under this Agreement and the Borrowers other Loan Documents that rank equally and ratably in right of security with the Administrative Agent may amend Section 2.12 to implement any Refinancing AmendmentInitial Term Loans and other Loan Obligations.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Spirit AeroSystems Holdings, Inc.), Term Loan Credit Agreement (Spirit AeroSystems Holdings, Inc.)
Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the any Class of Term Loans and the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Extended Term Loans, Other Term Loans or Incremental Term Loans) ), in the form of Other Term Loans Loans, Other Term Loan Commitments, Other Revolving Credit Commitments or Other Term Commitments Revolving Credit Loans pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior notwithstanding anything to the maturity date ofcontrary in this Section 2.16 or otherwise, (1) the borrowing and will have repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Other Revolving Credit Commitments and (C) repayment of principal made in connection with a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
permanent repayment and termination of commitments (iv) subject to clause (ii3) abovebelow)) of Loans with respect to Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, will have terms (2) subject to the provisions of Section 2.03(l) and conditions that are either substantially identical Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(l) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, orand termination of, taken Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a whole, less favorable later Maturity Date than such Class and (4) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to the Lenders or Additional Lenders providing such Permitted Revolving Credit Agreement Refinancing Debt than, the Refinanced Debt; andCommitments and Revolving Credit Loans.
(vb) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.10 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1(conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(bc) The Administrative Agent Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.16(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof.
(d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(cii) Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement2.16, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and Required Lenders hereby expressly authorize the Administrative Agent may amend Section 2.12 to implement enter into any such Refinancing Amendment.
Appears in 2 contracts
Sources: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Bloomin' Brands, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional New Lender, Permitted Credit Agreement Refinancing Debt in respect of Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement (which will be deemed made pursuant to include any then outstanding Other Term Loan Commitments, in the case of Other Term Loans) , and pursuant to Other Revolving Credit Commitments, in the form case of Other Term Loans or Other Term Commitments Revolving Credit Loans, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Other Loans: (i) will shall rank pari passu equal in priority in right of payment and of security with the other Loans and Commitments hereunder;
; (iiii)(A) will have such pricinginterest rates (including through fixed interest rates), premiumsinterest margins, optional rate floors, upfront fees, funding discounts, original issue discounts and prepayment or redemption terms and financial covenants premiums as may be agreed by the Borrowers Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment; (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums as may be agreed between the Borrower and the Lenders thereof;
); provided that such terms shall require that any optional prepayment shall be applied on a pro rata basis to all Loans under this Agreement (iiior less than pro rata basis in respect of such Other Loans); (iv) (A) will have a final maturity date that is not no earlier than the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the maturity date of, time of such refinancing) and (B) will have a Weighted Average Life weighted average life to Maturity maturity no shorter than that is not shorter than, of the Term Loans being Refinanced;
refinanced; (ivv) subject to clause shall not exceed the aggregate principal amount of Indebtedness being refinanced; and (vi) will have such other terms and conditions (other than as provided in foregoing clauses (ii) above, will have terms and conditions through (iv)) that are either substantially identical in all material respects to, or, or (taken as a whole, less ) are no more favorable to the Lenders lenders or Additional Lenders holders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, Other Commitments and Other Loans than those applicable to the prepayment of outstanding Term Loans being so Refinancedrefinanced; provided, further, provided that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Other Commitments and Other Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Final Maturity Date in respect of the Class of Loans being refinanced that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, Other Commitments and Other Loans are incurred or obtained. The effectiveness of Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.10(h)(i), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment shall be subject to Amendment, the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 andBorrower shall, to the extent if reasonably requested by the Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Loans are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1applicable Loan Documents.
(b) Each Class of Other Commitments and Other Loans incurred under this Section 2.21 shall be in an aggregate principal amount that is not less than $30,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments as Loans and Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.21.
(dc) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.21 shall supersede any provisions in Sections 2.12 2.14 or 10.1 10.02 to the contrary and contrary. For the Borrowers and avoidance of doubt, any of the Administrative Agent provisions of this Section 2.21 may amend be amended with the consent of the Required Lenders. For the avoidance of doubt, no Refinancing Amendment shall effect any amendments that would require the consent of each affected Lender or all Lenders pursuant to Section 2.12 10.02(b), unless each such Lender has, or all such Lenders have, as the case may be, given its or their consent to implement such amendment. No Lender shall be under any obligation to provide any Other Commitment unless such Lender executes a Refinancing Amendment.
Appears in 2 contracts
Sources: Credit Agreement (Internap Corp), Credit Agreement (Internap Corp)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) , New Term Loans or Extended Term Loans), in the form of Other Term Loans or Other Term Loan Commitments pursuant to a Refinancing Amendment; provided that (A) such Permitted Credit Agreement Refinancing Debt:
(i) Indebtedness will rank pari passu in right of payment and of security Collateral with the other Loans and Commitments hereunder;
, (iiB) such Credit Agreement Refinancing Indebtedness will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
thereof (iiiprovided that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (C) such Credit Agreement Refinancing Indebtedness will have a maturity date that is not prior to later than the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
refinanced, (ivD) subject to clause clauses (iiB) and (C) above, such Credit Agreement Refinancing Indebtedness will have terms and conditions that are either substantially identical to, or, taken as a whole, or less favorable to (as reasonably determined by the Lenders Borrowers) the lenders or Additional Lenders investors providing such Permitted Credit Agreement Refinancing Debt Indebtedness than, the Refinanced Debt; and
Debt and (vE) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinancedrefinanced; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the then Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtainedDate. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 5.2 (and for purposes thereof the incurrence of the Credit Agreement Refinancing Indebtedness shall be deemed to be a irrevocable notice pursuant to Section 2.2) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements certificates, in each case consistent with those delivered on the Closing Date under Section 4.1.
5.1 (bother than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent), and customary reaffirmation agreements. Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.29(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof, unless otherwise agreed by the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Loan Commitments).
(cb) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.202.29 and, if the Administrative Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrowers in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrowers unless and until it shall have received such advice or concurrence; provided, however that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrowers by the Administrative Agent hereunder shall be binding and conclusive on the Lenders.
(dc) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.29 shall supersede any provisions in Sections 2.12 Section 2.18 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 2 contracts
Sources: Credit Agreement (Vince Holding Corp.), Credit Agreement (Apparel Holding Corp.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (i) Other Term Loans or Other Term Commitments or (ii) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that the Net Proceeds of such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so Refinancedrefinanced, as the case may be; provided, further, that that, without limitation, the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during to periods after the Latest Maturity Date that is in effect on at the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness time of any the applicable Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and(it being understood that, to the extent reasonably requested by that any financial maintenance covenant and any related equity cure or any other covenant is added for the Administrative Agentbenefit of any such Credit Agreement Refinancing Indebtedness, receipt no consent shall be required by the Administrative Agent or any of legal opinionsthe Lenders if such financial maintenance covenant and any related equity cure or other covenant is either (x) also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Credit Agreement Refinancing Indebtedness or (y) only applicable after the Latest Maturity Date at the time of such Refinancing Amendment). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered in each case on terms substantially equivalent to the Closing Date terms applicable to Letters of Credit under Section 4.1.
(b) the Revolving Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20(including changing the amortization schedule or extending the call protection or other terms of existing Term Loans in a manner required to make the Other Term Loans fungible with such Term Loans). In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(db) Notwithstanding anything to the contrary in this Agreementcontrary, this Section 2.20 2.21 shall supersede any provisions in Sections 2.12 Section 2.18 or 10.1 Section 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 2 contracts
Sources: First Lien Credit Agreement (First Advantage Corp), First Lien Credit Agreement (First Advantage Corp)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement in minimum amounts of $10,000,000 (such loans, “Refinancing Term Loans”), the net proceeds of which are used to Refinance in whole or in part any Class of Term Loans on a pro rata basis (it being understood that, with the consent of the Borrower and subject to allocation by the Borrower, any existing Lender holding Term Loans of such Class may elect to convert all or any portion of such Term Loans into the applicable Refinancing Term Loans). Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to the Administrative Agent); provided that:
(i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date no Event of Default shall have occurred and be continuing;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.20 2.20(b)(ii)(E)), which shall supersede be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or not materially more favorable to the lenders of such Refinancing Term Loans than the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date applicable to Term Loans);
(vi) with respect to Refinancing Term Loans secured by Liens on the Collateral that rank junior in right of security to the Initial Term A Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement and such Refinancing Term Loans shall not have any scheduled repayment, mandatory redemption or repayment or sinking fund obligations prior to the Terms Loans being refinanced (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default);
(vii) there shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors) in Sections 2.12 respect of such Refinancing Term Loans, unless such borrower or 10.1 guarantor is an entity organized or formed in the United States and becomes a Co-Borrower or Subsidiary Guarantor (as applicable) under the Loan Documents and is otherwise reasonably acceptable to the Administrative Agent; and
(viii) Refinancing Term Loans shall not be secured by any asset other than the Collateral;
(ix) such Liens on the Collateral shall be pari passu with or junior in priority to the Liens securing the Initial Term A Loans;
(x) Refinancing Term Loans secured by Collateral on a pari passu basis with the outstanding Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.11(d)) hereunder, as specified in the applicable Refinancing Amendment; and
(xi) Refinancing Term Loans that are unsecured shall not have any scheduled repayment, mandatory redemption or repayment or sinking fund obligations prior to the Term Loans being refinanced (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default).
(b) The Borrower may approach any Lender or any other person that would be a permitted assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower.
(c) Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent:
(i) establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Commitments” and the Borrowers and revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent); provided that
(A) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date, no Event of Default shall have occurred and be continuing;
(B) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Commitments, the aggregate amount of Revolving Commitments shall not exceed the aggregate amount of the Revolving Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(C) no Replacement Revolving Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Facility Maturity Date for the Revolving Commitments being replaced;
(D) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Commitments) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or not materially more favorable to the lenders of such Replacement Revolving Facilities than, those, taken as a whole, applicable to the Revolving Commitments so replaced (except to the extent such covenants and other terms apply solely to any period after the latest Revolving Facility Maturity Date in effect at the time of incurrence);
(E) there shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors) in respect of such Replacement Revolving Facility, unless such borrower or guarantor is an entity organized or formed in the United States and becomes a Co-Borrower or Subsidiary Guarantor (as applicable) under the Loan Documents and is otherwise reasonably acceptable to the Administrative Agent;
(F) Replacement Revolving Commitments and extensions of credit thereunder shall not be secured by any asset other than the Collateral and such Liens on the Collateral shall be pari passu with or junior in priority to the Liens securing the Initial Term A Loans;
(G) if such Replacement Revolving Facility is secured by Liens on the Collateral that rank junior in right of security to the Initial Revolving Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement; and
(H) the Replacement Revolving Commitments (and Replacement Revolving Loans) shall not have any scheduled repayment, mandatory redemption or repayment or sinking fund obligations other than those applicable to the Initial Revolving Facility.
(ii) establish Replacement Revolving Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with the proceeds of Replacement Revolving Loans), so long as the aggregate amount of such Replacement Revolving Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; provided that:
(A) before and after giving effect to the establishment such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date no Default or Event of Default shall have occurred and be continuing;
(B) the remaining life to termination of such Replacement Revolving Commitments shall be no shorter than the Weighted Average Life to Maturity then applicable to the refinanced Term Loans;
(C) the final termination date of the Replacement Revolving Commitments shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans, (iv) with respect to Replacement Revolving Loans secured by Liens on Collateral that rank junior in right of security to the Initial Revolving Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement;
(D) there shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors) in respect of such Replacement Revolving Facility;
(E) Replacement Revolving Commitments and extensions of credit thereunder shall not be secured by any asset other than Collateral and such Liens shall be pari passu or junior in priority to the Liens securing the Term Loans being refinanced;
(F) the Replacement Revolving Facility does not have mandatory prepayment or redemption provisions that could result in the prepayment or redemption thereof prior to the maturity date of the Term Loans being refinanced; and
(G) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms, which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Commitments) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, than, those, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date.
(iii) Solely to the extent that an Issuing Bank or Swingline Lender is not a replacement issuing bank or replacement swingline lender, as the case may amend be, under a Replacement Revolving Facility, it is understood and agreed that such Issuing Bank or Swingline Lender shall not be required to issue any letters of credit or swingline loan under such Replacement Revolving Facility and, to the extent it is necessary for such Issuing Bank or Swingline Lender to withdraw as an Issuing Bank or Swingline Lender, as the case may be, at the time of the establishment of such Replacement Revolving Facility, such withdrawal shall be on terms and conditions reasonably satisfactory to such Issuing Bank or Swingline Lender, as the case may be, in its sole discretion. The Borrower agrees to reimburse each Issuing Bank or Swingline Lender, as the case may be, in full upon demand, for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal.
(d) The Borrower may approach any Lender or any other person that would be a permitted assignee of a Revolving Commitment pursuant to Section 2.12 9.04 to implement provide all or a portion of the Replacement Revolving Commitments; provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated an additional Class of Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Class of Revolving Commitments.
(e) The Borrower and each Lender providing the applicable Refinancing Term Loans and/or Replacement Revolving Commitments (as applicable) shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably request in writing (including, without limitation, Flood Documentation reasonably requested by the Administrative Agent (and in form and substance reasonably acceptable to the Administrative Agent) with respect to any Mortgaged Properties). Any Refinancing Amendment shall not require the consent of any Lender other than Lenders providing such Refinancing Term Loans and/or Replacement Revolving Commitments. Each Lender providing such Refinancing Term Loans and/or Replacement Revolving Commitments that is not already a Lender hereunder on the Refinancing Effective Date shall become a Lender under this Agreement pursuant to the Refinancing Amendment. Each Refinancing Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. For purposes of this Agreement and the other Loan Documents, (A) if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have an Other Term Loan having the terms of such Refinancing Term Loan and (B) if a Lender is providing a Replacement Revolving Commitment, such Lender will be deemed to have an Other Revolving Commitment having the terms of such Replacement Revolving Commitment. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.23), (i) there shall be no condition to any incurrence of any Refinancing Amendment.Term Loan or Replacement Revolving Commitment at any time or from time to time other than those set forth in clauses (a) or (c) above, as applicable, and (ii) all Refinancing Term Loans, Replacement Revolving Commitments and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that rank equally and ratably in right of security with the Initial Term A Loans and other Secured Obligations (other than Other Incremental Term Loans and Refinancing
Appears in 2 contracts
Sources: Credit Agreement (Hill-Rom Holdings, Inc.), Credit Agreement (Hill-Rom Holdings, Inc.)
Refinancing Amendments. (ai) At any time after In addition, notwithstanding Sections 10.5(a), (b) and (c), this Agreement may be amended with the Closing Datewritten consent of the Term Administrative Agent, Borrower and the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all or any portion a part of the outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan (“Replacement Term Loans”) hereunder; provided that (A) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the refinancing, (B) the Weighted Average Yield applicable to the Replacement Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Refinanced Term Loans immediately prior to such refinancing, (C) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other and (D) all other terms applicable to such Replacement Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may shall be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing.
(ii) In addition, notwithstanding Sections 10.5(a), (b) and (c), this Agreement may be amended with the written consent of the Revolving Facility Administrative Agent, Borrower and the Lenders providing the Replacement Revolving Loans (as defined below) to permit the refinancing of all or Additional a part of the outstanding Revolving Loans (“Refinanced Revolving Loans”) and Revolving Commitments (“Refinanced Revolving Commitments”, together with the Refinanced Revolving Loans thereunder, the “Refinanced Revolving Facility”) with replacement revolving loans (“Replacement Revolving Loans”) and replacement revolving commitments (“Replacement Revolving Commitments”, together with the Replacement Revolving Loans thereunder, the “Replacement Revolving Facility”) hereunder; provided that (A) the aggregate principal amount of such Replacement Revolving Facility shall not exceed the aggregate principal amount of such Refinanced Revolving Facility, (B) the Weighted Average Yield applicable to the Replacement Revolving Facility shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Refinanced Revolving Facility immediately prior to such refinancing, (C) the weighted average life to maturity of such Replacement Revolving Facility shall not be shorter than the weighted average life to maturity of such Refinanced Revolving Facility at the time of such refinancing and (D) all other terms applicable to such Replacement Revolving Facility shall be substantially identical to, or less favorable to the Lenders providing such Permitted Credit Agreement Refinancing Debt Replacement Revolving Facility than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions those applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issuedRefinanced Revolving Facility, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, except to the extent reasonably requested by necessary to provide for covenants and other terms applicable to any period after the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each latest final maturity of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended Revolving Loans in effect immediately prior to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments)such refinancing.
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Nord Anglia Education, Inc.), Credit and Guaranty Agreement (Nord Anglia Education, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.20 2.23), the Borrower may by written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), all Net Proceeds of which are used to Refinance in whole or in part any Class of Term Loans pursuant to Section 2.11(b)(2). Each such notice shall supersede specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent); provided, that:
(i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.02 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans incurred pursuant to this Section 2.23 shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) the covenants and events of default applicable to such Refinancing Term Loans taken as a whole shall (as determined by Parent in good faith) be not materially more restrictive to Parent and its Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any provisions period after the Latest Maturity Date or are applied for the benefit of the Term Loans then outstanding);
(vi) [reserved];
(vii) there shall be no borrower (other than the Borrower) and no guarantors (other than the Loan Parties or entities that become Loan Parties) in Sections 2.12 respect of such Refinancing Term Loans;
(viii) Refinancing Term Loans shall not be secured by any asset of Parent or 10.1 any of its subsidiaries other than the Collateral; and
(ix) Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.11(b)(2)) hereunder, as specified in the applicable Refinancing Amendment.
(b) The Borrower may approach any Lender or any other person that would be a permitted Assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower.
(c) The Borrower and each Lender providing the applicable Refinancing Term Loans shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Term Loans. For purposes of this Agreement and the other Loan Documents, if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have an Other Term Loan having the terms of such Refinancing Term Loan. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.23), (i) the aggregate amount of Refinancing Term Loans will not be included in the calculation of clause (I)(a) or (II)(a) of the definition of “Incremental Amount”, (ii) no Refinancing Term Loan is required to be in any minimum amount or any minimum increment, (iii) there shall be no condition to any incurrence of any Refinancing Term Loan at any time or from time to time other than those set forth in clause (a) above and (iv) all Refinancing Term Loans and all obligations in respect thereof shall be Loan Obligations under this Agreement and the Borrowers other Loan Documents that rank equally and ratably in right of security with the Administrative Agent may amend Section 2.12 to implement any Refinancing AmendmentInitial Term Loans and other Loan Obligations.
Appears in 2 contracts
Sources: Delayed Draw Bridge Credit Agreement (Spirit AeroSystems Holdings, Inc.), Delayed Draw Bridge Credit Agreement (Spirit AeroSystems Holdings, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Lead Borrower may obtain, from any Lender or any Additional Lenderadditional Eligible Assignee, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term B-1 Loans, Incremental Term Loans or New Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) Loans or Other Term Loan Commitments), in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing AmendmentLoan Commitments; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) incurred by the Lead Borrower will rank pari passu in right of payment and of security with the other Term Loans and Commitments hereunder;
, (ii) will have such pricing, fees, premiums, interest or optional prepayment or redemption terms and financial covenants as may be agreed by the Borrowers applicable Borrower and the Lenders thereof;
, (iii) will have a maturity date that is not prior to any Credit Agreement Refinancing Indebtedness in the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the form of Other Term Loans being Refinanced;
or Other Term Loan Commitments shall share ratably in any prepayments of Term B-1 Loans, Incremental Term Loans or New Term Loans, as the case may be (unless the Other Term Loans agree to participate on a less than pro rata basis in any voluntary or mandatory prepayments or repayments) and (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, or (taken as a whole, ) less favorable to the Lenders or Additional Lenders investors providing such Permitted Credit Agreement Refinancing Debt Indebtedness than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers applicable Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.26 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (including amendments to the Mortgages) in order to ensure that the Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Loan Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersLead Borrower, to effect the provisions of this Section 2.202.26.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 2 contracts
Sources: Credit Agreement (Hemisphere Media Group, Inc.), Credit Agreement (Hemisphere Media Group, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted obtain Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) , Incremental Term Loans, Extended Term Loans, Other Revolving Loans, Extending Revolving Loans, or Incremental Revolving Loans, or Other Revolving Commitments), in the form of Other Term Loans Loans, Other Term Loan Commitments, Other Revolving Loans, or Other Term Revolving Commitments pursuant to a Refinancing Amendment; provided that such Permitted . Each issuance of Credit Agreement Refinancing Debt:Indebtedness under this Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5.0 million and (y) an integral multiple of $1.0 million in excess thereof.
(b) The effectiveness of any such Credit Agreement Refinancing Indebtedness shall, subject to the consent required pursuant to Section 2.15(d), be subject solely to the satisfaction of the following conditions to the reasonable satisfaction of Administrative Agent: (i) any Credit Agreement Refinancing Indebtedness in respect of Revolving Commitments or Other Revolving Commitments will rank pari passu in right have a maturity date that is not prior to the maturity date of payment and of security with the other Revolving Loans and Commitments hereunder;
(or unused Revolving Commitments) being refinanced; (ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) any Credit Agreement Refinancing Indebtedness in respect of Term Loans will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter thanthan the Weighted Average Life to Maturity of, the Term Loans being Refinanced;
refinanced (ivdetermined without giving effect to any amortization or prepayments of Term Loans being refinanced) subject to (provided that (A) this clause (ii) above, will have shall not apply to bridge facilities allowing extensions on customary terms to a date that is no earlier than the applicable maturity date and conditions that are either substantially identical to, or, taken as a whole, less favorable (B) the stated maturity or Weighted Average Life to Maturity may be shorter if the Lenders stated maturity is not earlier than the earlier of (1) the stated maturity of such Indebtedness in effect prior to such refinancing or Additional Lenders providing such Permitted (2) 91 days after the Final Maturity Date in effect at the time of issuance); (iii) the aggregate principal amount of any Credit Agreement Refinancing Debt thanIndebtedness shall not exceed the principal amount so refinanced, plus, accrued interest, plus, any premium or other payment required to be paid in connection with such refinancing, plus, the Refinanced Debtamount of reasonable and customary fees and expenses of Borrower or any of its Restricted Subsidiaries incurred in connection with such refinancing, plus, any unutilized commitments thereunder; and
(viv) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent and the Lenders of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on opinions and other documents; and (v) execution and delivery of a Refinancing Amendment by the Closing Date under Section 4.1Credit Parties and the Lenders providing such Credit Agreement Refinancing Indebtedness to Administrative Agent.
(bc) The Loans and Commitments established pursuant to this Section 2.15 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the applicable Refinancing Amendment.
(d) Upon the effectiveness of any Refinancing Amendment pursuant to this Section 2.15, any Person providing the corresponding Credit Agreement Refinancing Indebtedness that was not a Lender hereunder immediately prior to such time shall, subject to consent of each L/C Lender to the extent such consent would be required for an assignment to such Person pursuant to Section 13.04 (such consent not to be unreasonably withheld) in the case of Other Revolving Loans or Other Revolving Commitments, become a Lender hereunder. Administrative Agent shall promptly notify each Lender as to the effectiveness of each such Refinancing Amendment, and (i) in the case any Other Revolving Commitments resulting from such Refinancing Amendment, the Total Revolving Commitments under, and for all purpose of this Agreement, shall be increased by the aggregate amount of such Other Revolving Commitments (net of any existing Revolving Commitments being refinanced by such Refinancing Amendment), (ii) any Other Revolving Loans resulting from such Refinancing Amendment shall be deemed to be additional Revolving Loans hereunder, (iii) any Other Term Loans resulting from such Refinancing Amendment shall be deemed to be Term Loans hereunder (to the extent funded) and (iv) any Other Term Loan Commitments resulting from such Refinancing Amendment shall be deemed to be Term Loan Commitments hereunder. Notwithstanding anything to the contrary contained herein, Borrower, Collateral Agent and Administrative Agent may (and each of Collateral Agent and Administrative Agent are authorized by each other Secured Party to) execute such amendments and/or amendments and restatements of any Credit Documents as may be necessary or advisable to effectuate the provisions of this Section 2.15. Such amendments may include provisions allowing any Other Term Loans to be treated on the same basis as Term A Facility Loans in connection with declining prepayments.
(e) Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Term Loan Commitments, Other Revolving Loans and/or Other Term Revolving Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers▇▇▇▇▇▇▇▇, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, this 2.15. This Section 2.20 2.15 shall supersede any provisions in Sections 2.12 Section 4.02, 4.07(b) or 10.1 13.04 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 2 contracts
Sources: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional additional Term Lender, Permitted Credit Agreement Refinancing Debt in respect of Other Term Loans to refinance all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed made pursuant to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Loan Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Other Term Loans (i) will may rank pari passu equal in priority in right of payment and of security with the other Loans and Commitments hereunder;
, (iiii)(A) will have such pricinginterest rates (including through fixed interest rates), premiumsinterest margins, optional rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and financial covenants premiums as may be agreed by the Borrowers Borrower and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof;
, (iiiiv) will have a final maturity date that is not prior to the maturity date ofno earlier than, and will have a Weighted Average Life weighted average life to Maturity that is not shorter maturity equal to or greater than, the Term Loans being Refinanced;
refinanced (ivexcept by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) subject to clause and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) above, will have terms and conditions through (iv)) that are either substantially identical in all material respects to, or, or (taken as a whole, less ) are no more favorable to the Lenders additional lenders or Additional Lenders holders providing such Permitted Credit Agreement Other Term Loan Commitments and Other Term Loans than those applicable to the Loans being refinanced Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.05(b)(i), (ii) or (iii), as specified in the applicable Refinancing Debt thanAmendment. In connection with any Refinancing Amendment, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be appliedBorrower shall, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent if reasonably requested by the Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1applicable Loan Documents.
(b) Each class of Other Term Loan Commitments and Other Term Loans incurred under this Section 2.14 shall be in an aggregate principal amount that is not less than $20,000,000 (or, if less, the remaining permitted amount of such Other Term Loan Commitments and Other Term Loans). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Other Term Loan Commitments and Other Term Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Loan Commitments as Loans and Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.14.
(dc) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.14 shall supersede any provisions in Sections 2.12 Section 2.12, 2.13 or 10.1 11.01 to the contrary and contrary. For the Borrowers and avoidance of doubt, any of the Administrative Agent provisions of this Section 2.14 may amend be amended with the consent of the Required Lenders. For the avoidance of doubt, no Refinancing Amendment shall effect any amendments that would require the consent of each affected Lender or all Lenders pursuant to the proviso in the first paragraph of Section 2.12 11.01, unless each such Lender has, or all such Lenders have, as the case may be, given its or their consent to implement such amendment. No Lender shall be under any obligation to provide any Other Term Loan Commitment unless such Lender executes a Refinancing Amendment.
Appears in 2 contracts
Sources: Credit Agreement (TopBuild Corp), Credit Agreement (TopBuild Corp)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to each Administrative Agent establish one or more additional tranches of term loans under this Agreement in minimum amounts of $10,000,000 (such loans, “Refinancing Term Loans”), the net proceeds of which are used to Refinance in whole or in part any Class of Term Loans on a pro rata basis (it being understood that, with the consent of the Borrower and subject to allocation by the Borrower, any existing Lender holding Term Loans of such Class may elect to convert all or any portion of such Term Loans into the applicable Refinancing Term Loans). Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to each Administrative Agent (or such shorter period agreed to each Administrative Agent); provided that:
(i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date no Event of Default shall have occurred and be continuing;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.20 2.20(b)(ii)(E)), which shall supersede be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or not materially more favorable to the lenders of such Refinancing Term Loans than the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date applicable to Term Loans);
(vi) with respect to Refinancing Term Loans secured by Liens on the Collateral that rank junior in right of security to the Initial Term Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement and such Refinancing Term Loans shall not have any scheduled repayment, mandatory redemption or repayment or sinking fund obligations prior to the Terms Loans being refinanced (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default);
(vii) there shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors) in Sections 2.12 respect of such Refinancing Term Loans, unless such borrower or 10.1 guarantor is an entity organized or formed in the United States and becomes a Co-Borrower or Subsidiary Guarantor (as applicable) under the Loan Documents and is otherwise reasonably acceptable to the Administrative Agents; and
(viii) Refinancing Term Loans shall not be secured by any asset other than the Collateral;
(ix) such Liens on the Collateral shall be pari passu with or junior in priority to the Liens securing the Initial Term Loans;
(x) Refinancing Term Loans secured by Collateral on a pari passu basis with the outstanding Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.11(d)) hereunder, as specified in the applicable Refinancing Amendment; and
(xi) Refinancing Term Loans that are unsecured shall not have any scheduled repayment, mandatory redemption or repayment or sinking fund obligations prior to the Term Loans being refinanced (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default).
(b) The Borrower may approach any Lender or any other person that would be a permitted assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower.
(c) Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to each Administrative Agent
(i) establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Commitments” and the Borrowers revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to each Administrative Agent (or such shorter period agreed to by the Term Loan A/Revolver Administrative Agent); provided that
(A) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date, no Event of Default shall have occurred and be continuing;
(B) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Commitments, the aggregate amount of Revolving Commitments shall not exceed the aggregate amount of the Revolving Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(C) no Replacement Revolving Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Facility Maturity Date for the Revolving Commitments being replaced;
(D) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the applicable Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Commitments) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or not materially more favorable to the lenders of such Replacement Revolving Facilities than, those, taken as a whole, applicable to the Revolving Commitments so replaced (except to the extent such covenants and other terms apply solely to any period after the latest Revolving Facility Maturity Date in effect at the time of incurrence);
(E) there shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors) in respect of such Replacement Revolving Facility, unless such borrower or guarantor is an entity organized or formed in the United States and becomes a Co-Borrower or Subsidiary Guarantor (as applicable) under the Loan Documents and is otherwise reasonably acceptable to the Administrative Agents;
(F) Replacement Revolving Commitments and extensions of credit thereunder shall not be secured by any asset other than the Collateral and such Liens on the Collateral shall be pari passu with or junior in priority to the Liens securing the Initial Term Loans;
(G) if such Replacement Revolving Facility is secured by Liens on the Collateral that rank junior in right of security to the Initial Revolving Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement; and
(H) the Replacement Revolving Commitments (and Replacement Revolving Loans) shall not have any scheduled repayment, mandatory redemption or repayment or sinking fund obligations other than those applicable to the Initial Revolving Facility.
(ii) establish Replacement Revolving Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with the proceeds of Replacement Revolving Loans), so long as the aggregate amount of such Replacement Revolving Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; provided that:
(A) before and after giving effect to the establishment such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date no Default or Event of Default shall have occurred and be continuing;
(B) the remaining life to termination of such Replacement Revolving Commitments shall be no shorter than the Weighted Average Life to Maturity then applicable to the refinanced Term Loans;
(C) the final termination date of the Replacement Revolving Commitments shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans, (iv) with respect to Replacement Revolving Loans secured by Liens on Collateral that rank junior in right of security to the Initial Revolving Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement;
(D) there shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors) in respect of such Replacement Revolving Facility;
(E) Replacement Revolving Commitments and extensions of credit thereunder shall not be secured by any asset other than Collateral and such Liens shall be pari passu or junior in priority to the Liens securing the Term Loans being refinanced;
(F) the Replacement Revolving Facility does not have mandatory prepayment or redemption provisions that could result in the prepayment or redemption thereof prior to the maturity date of the Term Loans being refinanced; and
(G) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms, which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Term Loan A/Revolver Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Commitments) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, than, those, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date.
(iii) Solely to the extent that an Issuing Bank or Swingline Lender is not a replacement issuing bank or replacement swingline lender, as the case may amend be, under a Replacement Revolving Facility, it is understood and agreed that such Issuing Bank or Swingline Lender shall not be required to issue any letters of credit or swingline loan under such Replacement Revolving Facility and, to the extent it is necessary for such Issuing Bank or Swingline Lender to withdraw as an Issuing Bank or Swingline Lender, as the case may be, at the time of the establishment of such Replacement Revolving Facility, such withdrawal shall be on terms and conditions reasonably satisfactory to such Issuing Bank or Swingline Lender, as the case may be, in its sole discretion. The Borrower agrees to reimburse each Issuing Bank or Swingline Lender, as the case may be, in full upon demand, for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal.
(d) The Borrower may approach any Lender or any other person that would be a permitted assignee of a Revolving Commitment pursuant to Section 2.12 9.04 to implement provide all or a portion of the Replacement Revolving Commitments; provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated an additional Class of Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Class of Revolving Commitments.
(e) The Borrower and each Lender providing the applicable Refinancing Term Loans and/or Replacement Revolving Commitments (as applicable) shall execute and deliver to each Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”) and such other documentation as each Administrative Agent shall reasonably request in writing. Any Refinancing Amendment shall not require the consent of any Lender other than Lenders providing such Refinancing Term Loans and/or Replacement Revolving Commitments. Each Lender providing such Refinancing Term Loans and/or Replacement Revolving Commitments that is not already a Lender hereunder on the Refinancing Effective Date shall become a Lender under this Agreement pursuant to the Refinancing Amendment. Each Refinancing Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. For purposes of this Agreement and the other Loan Documents, (A) if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have an Other Term Loan having the terms of such Refinancing Term Loan and (B) if a Lender is providing a Replacement Revolving Commitment, such Lender will be deemed to have an Other Revolving Commitment having the terms of such Replacement Revolving Commitment. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.23), (i) there shall be no condition to any incurrence of any Refinancing Amendment.Term Loan or Replacement Revolving Commitment at any time or from time to time other than those set forth in clauses (a) or (c) above, as applicable, and (ii) all Refinancing Term Loans, Replacement Revolving Commitments and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that rank equally and ratably in right of security with the Initial Term Loans and other Secured Obligations (other than Other Incremental Term Loans and Refinancing Term Loans that rank junior in right of security with the Initial Term Loans, and except to the extent any such Refinancing Term Loans are secured by the Collateral on
Appears in 2 contracts
Sources: Credit Agreement (Hill-Rom Holdings, Inc.), Credit Agreement (Hill-Rom Holdings, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.20 2.23), BGI may by written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), all Net Proceeds of which are used to Refinance in whole or in part any Class of Term Loans pursuant to Section 2.11(b)(2). Each such notice shall supersede specify the date (each, a “Refinancing Effective Date”) on which BGI proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided, that:
(i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.02 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Sections 2.12 Section 2.21(b)(v)) and optional prepayment or 10.1 mandatory prepayment or redemption terms, which shall be as agreed between BGI and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by BGI in good faith) be substantially similar to, or no more restrictive to BGI and its Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such other terms apply solely to any period after the Latest Maturity Date, BGI elects to add such more restrictive terms for the benefit of the other Facilities, or are otherwise reasonably acceptable to the Administrative Agent);
(vi) with respect to Refinancing Term Loans secured by Liens on the Collateral that rank junior in right of security to the Initial Term Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement;
(vii) there shall be no borrower (other than BGI) and no guarantors (other than the Guarantors) in respect of such Refinancing Term Loans;
(viii) Refinancing Term Loans shall not be secured by any asset of BGI and the Guarantors other than the Collateral; and
(ix) Refinancing Term Loans may participate on a pro rata basis, a less than pro rata basis or, solely with respect to Term Loans being refinanced that participate on a greater than pro rata basis as compared to any other Class of Term Loans, a greater than pro rata basis (but only to the same extent that the refinanced Term Loans participate on a greater than pro rata basis as compared to any other Class of Term Loans) than the Term Loans in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.11(b)(2)) hereunder, as specified in the applicable Refinancing Amendment.
(b) BGI may approach any Lender or any other person that would be a permitted Assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to BGI.
(c) Notwithstanding anything to the contrary and in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.23), the Borrowers and may by written notice to the Administrative Agent may amend Section 2.12 establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Facility Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Facility Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrowers propose that the Replacement Revolving Facility Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to implement any Refinancing Amendment.the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided, that:
Appears in 2 contracts
Sources: Amendment No. 2 (Barnes Group Inc), Credit Agreement (Barnes Group Inc)
Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lenderother bank, Permitted Credit Agreement Refinancing Debt in respect of all financial institution or other institutional lender or investor that agrees to provide any portion of the Refinancing Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing AmendmentAmendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent, and each L/C Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing such Other Revolving Credit Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Refinancing Lender; provided that such Permitted notwithstanding anything to the contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Agreement Refinancing Debt:
Commitments (iand related outstandings), (B) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to repayments required upon the maturity date of, of the Other Revolving Credit Commitments and will have (C) repayment made in connection with a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
permanent repayment and termination of commitments (iv) subject to clause (ii3) abovebelow)) of Loans with respect to Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, will have terms (2) subject to the provisions of Section 2.03(n) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and conditions that are either substantially identical except as provided in Section 2.03(n), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, orand termination of, taken Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a whole, less favorable later maturity date than such Class and (4) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to the Lenders or Additional Lenders providing such Permitted Revolving Credit Agreement Refinancing Debt than, the Refinanced Debt; andCommitments and Revolving Credit Loans.
(vb) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(bc) The Administrative Agent Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.15(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $20,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof.
(d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
intent of the third paragraph of Section 10.01 (c) Any Refinancing Amendment may, without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement2.15, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and Required Lenders hereby expressly authorize the Administrative Agent may amend Section 2.12 to implement enter into any such Refinancing Amendment.
Appears in 2 contracts
Sources: Credit Agreement (Travelport Worldwide LTD), Credit Agreement (Travelport LTD)
Refinancing Amendments. (a) At any time after the Closing Restatement Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness (other than Permitted Additional Debt) in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) Agreement, in the form of Other Term Loans or Other Term Loan Commitments pursuant to a Refinancing Amendment; provided that (A) such Permitted Credit Agreement Refinancing Debt:
(i) Indebtedness will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
, (iiB) such Credit Agreement Refinancing Indebtedness will have such pricing, premiumsfees, interest, premiums and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
thereof (iiiprovided, that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (C) such Credit Agreement Refinancing Indebtedness will have a maturity date that is not prior to later than the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
Refinanced Debt, (ivD) subject to clause (ii) abovethe covenants, will have terms events of default and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing guarantees of such Permitted Credit Agreement Refinancing Debt thanIndebtedness, if not consistent with the Refinanced Debt; and
terms of the Tranche B-2 Term Loans, shall be on customary market terms for Indebtedness of such type (vas determined by the Borrower in good faith) ((provided, that the financial maintenance covenant on the then outstanding Term Loans shall be amended to provide the Lenders the benefit of any financial maintenance covenant of such Credit Agreement Refinancing Indebtedness that is in addition to or more restrictive in any material manner than the financial maintenance covenant on the then outstanding Term Loans)), (E) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that refinanced and (F) other than in the terms and conditions applicable to such Permitted case of Credit Agreement Refinancing Debt may provide for any additional or different financial or Indebtedness the proceeds of which are applied to pay all outstanding Term Loans and other covenants or other provisions that are agreed between Obligations in full in cash, the Borrowers and Borrower shall have obtained the Lenders thereof and applicable only during periods after consent of the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtainedRequired Lenders. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction (or waiver) on the date thereof of each of the conditions set forth in Section 4.2 4.01 (and for purposes thereof the incurrence of the Credit Agreement Refinancing Indebtedness shall be deemed to be a Request for Credit Extension) and, to the extent reasonably requested by the Administrative AgentAgent and the Required Lenders, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements and a solvency certification or representation, in each case materially consistent with those delivered on the Closing Restatement Effective Date under Section 4.1.
4.02 (bother than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent), and customary reaffirmation agreements. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.18(a) shall be in an aggregate principal amount that is (x) not less than $40,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. The 4830-5366-9817v1 Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 2 contracts
Sources: Credit Agreement (YRC Worldwide Inc.), Credit Agreement (YRC Worldwide Inc.)
Refinancing Amendments. (a) At any time after Notwithstanding anything to the Closing Datecontrary in this Agreement, the Borrowers Borrower may obtainby written notice to the Administrative Agent (which may be in the form of an amendment to this Agreement pursuant to this Section 2.16) establish one or more additional tranches of term loans under this Agreement in minimum amounts of $10,000,000 (such loans, from “Refinancing Term Loans”), the net proceeds of which are used to refinance in whole or in part any Class of Term Loans on a pro rata basis (it being understood that, with the consent of the Borrower and subject to allocation by the Borrower, any existing Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect holding Term Loans of such Class may elect to convert all or any portion of the such Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in into the form of Other applicable Refinancing Term Loans on a “cashless roll” basis). Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than three (3) Business Days after the date on which such notice is provided to the Administrative Agent (or Other Term Commitments pursuant such shorter period agreed to a Refinancing Amendmentthe Administrative Agent); provided that such Permitted Credit Agreement Refinancing Debtthat:
(i) will rank pari passu in right the final maturity date of payment and the Refinancing Term Loans shall be no earlier than the maturity date applicable to the Class of security with the other Term Loans and Commitments hereunderbeing refinanced;
(ii) will have the Weighted Average Life to Maturity of such pricing, premiums, optional Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the Class of Term Loans being refinanced (except to the extent of nominal amortization for periods where amortization has been eliminated or reduced as a result of prepayment terms and financial covenants as may be agreed by of the Borrowers and the Lenders thereofClass of Term Loans being refinanced);
(iii) will have a maturity date that is the aggregate principal amount of the Refinancing Term Loans shall not prior to exceed the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, outstanding principal amount of the Term Loans being Refinancedrefinanced plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(iv) subject all other terms applicable to clause such Refinancing Term Loans (iiother than provisions relating to premiums, original issue discount, upfront fees, interest rates and any other pricing terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) above, will have terms and conditions that are either taken as a whole shall (as determined by the Borrower in good faith) be substantially identical similar to, oror not more favorable to the lenders of such Refinancing Term Loans than the terms, taken as a whole, less favorable applicable to the Term Loans being refinanced (except (i) to the extent such covenants and other terms apply to any period after the latest maturity date applicable to any Class of Term Loans unless such more favorable terms are added for the benefit of the Term Loans, which shall not require the consent of the Lenders and (ii) a financial maintenance covenant may be added for the benefit of such Refinancing Term Loans, so long as such financial maintenance covenant is also added to any other Class of Term Loans that remain outstanding);
(v) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Refinancing Term Loans, unless such borrower or Additional Lenders providing such Permitted Credit Agreement guarantor is an entity organized or formed in the United States and becomes a co-Borrower or Guarantor (as applicable) under the Loan Documents and is otherwise reasonably acceptable to the Administrative Agent;
(vi) Refinancing Debt than, Term Loans shall not be secured by any asset other than the Refinanced DebtCollateral; and
(vvii) the proceeds of such Permitted Credit Agreement Refinancing Debt Term Loans shall be applied, substantially concurrently secured by Collateral on a pari passu basis with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinancedand may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or voluntary prepayments hereunder, as specified in the applicable Refinancing Amendment.
(b) The Borrower may approach any Lender or any other person that would be a permitted assignee pursuant to Section 11.07 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 andTerm Loans may, to the extent reasonably requested by provided in the Administrative Agentapplicable Refinancing Amendment governing such Refinancing Term Loans, receipt by the Administrative Agent be designated as an increase in any previously established Class of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as Term Loans made to the effectiveness of each Refinancing Amendment. Each of Borrower and in connection with any such increase, the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment mayBorrower may amend, without the consent of any Lender, the terms of such previously established Class of Term Loans to include premiums and/or to increase the pricing thereof.
(c) The Borrower and each Lender providing the applicable Refinancing Term Loans shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”) and such other Lenders, documentation as the Administrative Agent shall reasonably request in writing. Any Refinancing Amendment shall not require the consent of any Lender other than Lenders providing such Refinancing Term Loans and may effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion judgment of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.16. Each Lender providing such Refinancing Term Loans that is not already a Lender hereunder on the Refinancing Effective Date shall become a Lender under this Agreement pursuant to the Refinancing Amendment. Each Refinancing Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.16), there shall be no condition to any incurrence of any Refinancing Term Loan at any time or from time to time other than those set forth in clause (a) above, as applicable.
(d) Notwithstanding anything The Borrower may replace any Lender that does not consent to the contrary convert their Term Loans in this Agreement, this to Refinancing Term Loans in accordance with Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment11.16.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Ardent Health Partners, LLC), Term Loan Credit Agreement (Ardent Health Partners, LLC)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will shall not be permitted to rank pari passu senior in right of payment and of or security with to the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 (unless waived by the Lenders providing such Permitted Credit Agreement Refinancing Debt) and, to the extent reasonably requested by the Administrative Agent, be subject to the receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20Section.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (JELD-WEN Holding, Inc.), Amendment No. 1 (JELD-WEN Holding, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, the Lead Borrower may by written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement in minimum amounts of $10,000,000 (such loans, “Refinancing Term Loans”), the net proceeds of which are used to Refinance in whole or in part any Class of Term Loans on a pro rata basis (it being understood that, with the consent of the Lead Borrower and subject to allocation by the Lead Borrower, any existing Lender holding Term Loans of such Class may elect to convert all or any portion of such Term Loans into the applicable Refinancing Term Loans). Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to the Administrative Agent); provided that:
(i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date no Event of Default shall have occurred and be continuing;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.20 2.20(b)(ii)(E)), which shall supersede be as agreed between the Lead Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the Lead Borrower in good faith) be substantially similar to, or not materially more favorable to the lenders of such Refinancing Term Loans than the terms, taken as a whole, applicable to the Term Loans being refinanced (except (i) to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date applicable to Term Loans or (ii) to the extent such more favorable terms and documentation are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders));
(vi) with respect to Refinancing Term Loans secured by Liens on the Collateral that rank junior in right of security to the Initial Term A Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement and such Refinancing Term Loans shall not have any scheduled repayment, mandatory redemption or repayment or sinking fund obligations prior to the Terms Loans being refinanced (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default);
(vii) there shall be no borrower (other than the Domestic Borrowers) and no guarantors (other than the Guarantors) in Sections 2.12 respect of such Refinancing Term Loans, unless such borrower or 10.1 guarantor is an entity organized or formed under the laws of the United States, and state thereof or the District of Columbia and becomes a co-borrower or Guarantor (as applicable) under the Loan Documents and is otherwise reasonably acceptable to the Administrative Agent; and
(viii) Refinancing Term Loans shall not be secured by any asset other than the U.S. Collateral;
(ix) such Liens on the U.S. Collateral shall be pari passu with or junior in priority to the Liens securing the Initial Term A Loans;
(x) Refinancing Term Loans secured by U.S. Collateral on a pari passu basis with the outstanding Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.11(d)) hereunder, as specified in the applicable Refinancing Amendment; and
(xi) Refinancing Term Loans that are unsecured shall not have any scheduled repayment, mandatory redemption or repayment or sinking fund obligations prior to the Term Loans being refinanced (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default).
(b) The Lead Borrower may approach any Lender or any other person that would be a permitted assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrowers.
(c) Notwithstanding anything to the contrary in this Agreement:
(i) The Lead Borrower may, by written notice to the Administrative Agent, establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Commitments” and the Borrowers and revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Lead Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent); provided that
(A) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date, no Event of Default shall have occurred and be continuing;
(B) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Commitments, the aggregate amount of Revolving Commitments shall not exceed the aggregate amount of the Revolving Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(C) no Replacement Revolving Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Facility Maturity Date for the Revolving Commitments being replaced;
(D) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms which shall be as agreed between the Lead Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Lead Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Commitments) taken as a whole shall (as determined by the Lead Borrower in good faith) be substantially similar to, or not materially more favorable to the lenders of such Replacement Revolving Facilities than, those, taken as a whole, applicable to the Revolving Commitments so replaced (except (i) to the extent such covenants and other terms apply solely to any period after the latest Revolving Facility Maturity Date in effect at the time of incurrence or (ii) to the extent such more favorable terms and documentation are incorporated into the Loan Documents for the benefit of all existing Lenders (which may amend be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders));
(E) there shall be no borrower (other than the Domestic Borrowers) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility, unless such borrower or guarantor is an entity organized or formed under the laws of the United States, and state thereof or the District of Columbia and becomes a co-borrower or Guarantor (as applicable) under the Loan Documents and is otherwise reasonably acceptable to the Administrative Agent; provided, however, that aggregate principal amount of any Replacement Revolving Facility that constitutes a Foreign Subfacility, together with the aggregate principal amount of any Initial Revolving Facility, Incremental Revolving Facility and/or other Replacement Revolving Facility that constitutes a Foreign Subfacility, shall not exceed the Foreign Borrower Sublimit;
(F) Replacement Revolving Commitments and extensions of credit thereunder shall not be secured by any asset other than the U.S. Collateral (or, to the extent of any obligations thereunder of a Foreign Borrower, Foreign Collateral) and such Liens on the U.S. Collateral shall be pari passu with or junior in priority to the Liens securing the Initial Term A Loans;
(G) if such Replacement Revolving Facility is secured by Liens on the Collateral that rank junior in right of security to the Initial Revolving Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement; and
(H) the Replacement Revolving Commitments (and Replacement Revolving Loans) shall not have any scheduled repayment, mandatory redemption or repayment or sinking fund obligations other than those applicable to the Initial Revolving Facility.
(ii) The Lead Borrower may, by written notice to the Administrative Agent, establish Replacement Revolving Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with the proceeds of Replacement Revolving Loans), so long as the aggregate amount of such Replacement Revolving Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; provided that:
(A) before and after giving effect to the establishment such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date no Default or Event of Default shall have occurred and be continuing;
(B) the remaining life to termination of such Replacement Revolving Commitments shall be no shorter than the Weighted Average Life to Maturity then applicable to the refinanced Term Loans;
(C) the final termination date of the Replacement Revolving Commitments shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans, (iv) with respect to Replacement Revolving Loans secured by Liens on Collateral that rank junior in right of security to the Initial Revolving Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement;
(D) there shall be no borrower (other than the Domestic Borrowers) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility, unless such borrower or guarantor is an entity organized or formed in the United States and becomes a co-borrower or Guarantor (as applicable) under the Loan Documents and is otherwise reasonably acceptable to the Administrative Agent;
(E) Replacement Revolving Commitments and extensions of credit thereunder shall not be secured by any asset other than U.S. Collateral and such Liens shall be pari passu or junior in priority to the Liens securing the Term Loans being refinanced;
(F) the Replacement Revolving Facility does not have mandatory prepayment or redemption provisions that could result in the prepayment or redemption thereof prior to the maturity date of the Term Loans being refinanced; and
(G) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms, which shall be as agreed between the Lead Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Lead Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Commitments) taken as a whole shall (as determined by the Lead Borrower in good faith) be substantially similar to, or not materially more favorable to the lenders providing such Replacement Revolving Facility than, those taken as a whole applicable to the Term Loans being refinanced (except (i) to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)).
(iii) Solely to the extent that an Issuing Bank or Swingline Lender is not a replacement issuing bank or replacement swingline lender, as the case may be, under a Replacement Revolving Facility, it is understood and agreed that such Issuing Bank or Swingline Lender shall not be required to issue any letters of credit or swingline loan under such Replacement Revolving Facility and, to the extent it is necessary for such Issuing Bank or Swingline Lender to withdraw as an Issuing Bank or Swingline Lender, as the case may be, at the time of the establishment of such Replacement Revolving Facility, such withdrawal shall be on terms and conditions reasonably satisfactory to such Issuing Bank or Swingline Lender, as the case may be, in its sole discretion. The Borrowers agree to reimburse each Issuing Bank or Swingline Lender, as the case may be, in full upon demand, for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal.
(d) The Lead Borrower may approach any Lender or any other person that would be a permitted assignee of a Revolving Commitment pursuant to Section 2.12 9.04 to implement provide all or a portion of the Replacement Revolving Commitments; provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated an additional Class of Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Class of Revolving Commitments.
(e) The Lead Borrower and each Lender providing the applicable Refinancing Term Loans and/or Replacement Revolving Commitments (as applicable) shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shal
Appears in 2 contracts
Sources: Credit Agreement (Hill-Rom Holdings, Inc.), Credit Agreement
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of (1) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (1) will be deemed to include any then outstanding Other Term Loans) or (2) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (2) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will shall not be permitted to rank pari passu senior in right of payment and of or security with to the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower Representative and the Lenders thereof;
(iii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Commitments) being Refinanced and (y) other than Customary Bridge Financings and Permitted Early Maturity Indebtedness, with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) aboveabove and the proviso below, will have terms and conditions that are either (x) substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, than the Refinanced Debt; andDebt or (y) customary market terms at the time of Incurrence (as determined by the Borrower Representative in good faith) or approved by the Administrative Agent in its reasonable discretion;
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence Incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so RefinancedRefinanced (and repayment of Revolving Loans outstanding thereunder); and
(vi) shall not be secured by any assets other than the Collateral, shall not be guaranteed by any person other than the Guarantors and shall have the same borrowers as the Borrowers under the Refinanced Debt; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower Representative and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred Incurred or obtainedobtained or added to the Loan Documents for the benefit of the applicable Lenders pursuant to a Refinancing Amendment; provided, further that if a certificate of a Responsible Officer shall have been delivered to the Administrative Agent for posting to the Lenders at least five (5) Business Days prior to the incurrence of such Permitted Credit Agreement Refinancing Debt, together with a reasonably detailed description of the material terms and conditions of such Permitted Credit Agreement Refinancing Debt or drafts of the documentation relating thereto, stating that the Borrower Representative has determined in good faith that such terms and conditions satisfy the requirements of this Section 2.26(a), and the Required Lenders shall not have notified the Borrower Representative and the Administrative Agent that they disagree with such determination (including a statement of the basis upon which each such Lender disagrees) within such five (5) Business Day period, then such certificate shall be conclusive evidence that such terms and conditions satisfy the requirements of this Section 2.26(a). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, (i) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date and (ii) such conditions as the Borrowers and providers of said Permitted Credit Agreement Refinancing Debt shall agree. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower Representative or any Restricted Subsidiary, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under Section 4.1the Revolving Commitments subject to the approval of the Issuing Lenders.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred Incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Agent, the Refinancing Arranger and the BorrowersBorrower Representative, to effect the provisions of this Section 2.20Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Termination Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding revolving commitments, be deemed to be participation interests in respect of such revolving commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 2.26 shall supersede any provisions in Sections 2.12 2.17 or 10.1 11.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 2.17 to implement any Refinancing Amendment.
(e) If the Refinancing Arranger is not the Administrative Agent, the actions authorized to be taken by the Incremental Arranger herein shall be done in consultation with the Refinancing Arranger and, with respect to the preparation of any documentation necessary or appropriate to carry out the provisions of this Section 2.26 (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: Incremental and Refinancing Amendment (Powerschool Holdings, Inc.), First Lien Credit Agreement (Powerschool Holdings, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.20 2.23), any Borrower may by written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), all Net Proceeds of which are used to Refinance in whole or in part any Class of Term Loans pursuant to Section 2.11(b)(2). Each such notice shall supersede specify the date (each, a “Refinancing Effective Date”) on which the applicable Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided that:
(i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.02 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Sections 2.12 Section 2.21(b)(v)) and optional prepayment or 10.1 mandatory prepayment or redemption terms, which shall be as agreed between the applicable Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the Parent in good faith) be substantially similar to, or no more restrictive to the Parent and its Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date or are otherwise reasonably acceptable to the Administrative Agent);
(vi) with respect to Refinancing Term Loans secured by Liens on the Collateral that rank junior in right of security to the Term B Loans, such Liens will be subject to the Collateral Trust Agreement or any other Intercreditor Agreements, if any, as are reasonably necessary or advisable (and reasonably acceptable to the Administrative Agent) to give effect to such security interest;
(vii) there shall be no borrower (other than a Borrower) and no guarantors (other than the Guarantors) in respect of such Refinancing Term Loans;
(viii) Refinancing Term Loans shall not be secured by any asset of Parent and its subsidiaries other than the Collateral; and
(ix) Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.11(b)(2)) hereunder, as specified in the applicable Refinancing Amendment.
(b) The Parent or the applicable Borrower may approach any Lender or any other person that would be a permitted Assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the applicable Borrower.
(c) Notwithstanding anything to the contrary and in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.23), the Borrowers and applicable Borrower may by written notice to the Administrative Agent establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Facility Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Facility Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the applicable Borrower proposes that the Replacement Revolving Facility Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided, that: (i) before and after giving effect to the establishment of such Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 4.02 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving Facility Commitments and any concurrent reduction in the aggregate amount of any other Revolving Facility Commitments, the aggregate amount of Revolving Facility Commitments shall not exceed the aggregate amount of the Revolving Facility Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; (iii) no Replacement Revolving Facility Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Facility Maturity Date for the Revolving Facility Commitments being replaced; (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the applicable Borrower and the Lenders providing such Replacement Revolving Facility Commitments and (y) the amount of any letter of credit sublimit under such Replacement Revolving Facility, which shall be as agreed between the applicable Borrower, the Lenders providing such Replacement Revolving Facility Commitments, the Administrative Agent and the replacement issuing bank, if any, under such Replacement Revolving Facility Commitments) taken as a whole shall (as determined by the Parent in good faith) be substantially similar to, or no more restrictive to the Parent and its Subsidiaries than, those, taken as a whole, applicable to the Revolving Facility Commitments so replaced (except to the extent such covenants and other terms apply solely to any period after the latest Revolving Facility Maturity Date in effect at the time of incurrence or are otherwise reasonably acceptable to the Administrative Agent); (v) there shall be no borrower (other than a Borrower) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility; and (vi) Replacement Revolving Facility Commitments and extensions of credit thereunder shall not be secured by any asset of Parent and its Subsidiaries other than the Collateral, and (vii) if such Replacement Revolving Facility is secured by Liens on the Collateral that rank junior in right of security to the Initial Revolving Loans, such Liens will be subject to the Collateral Trust Agreement or any other Intercreditor Agreements, if any, as are reasonably necessary or advisable (and reasonably acceptable to the Administrative Agent) to give effect to such Liens. In addition, the applicable Borrower may amend establish Replacement Revolving Facility Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with the proceeds of Replacement Revolving Loans or otherwise), so long as the aggregate amount of such Replacement Revolving Facility Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith (it being understood that such Replacement Revolving Facility Commitment may be provided by the Lenders holding the Term Loans being repaid and/or by any other person that would be a permitted Assignee hereunder) so long as (i) before and after giving effect to the establishment such Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 2.12 4.02 shall be satisfied to implement the extent required by the relevant agreement governing such Replacement Revolving Facility Commitments, (ii) the remaining life to termination of such Replacement Revolving Facility Commitments shall be no shorter than the Weighted Average Life to Maturity then applicable to the refinanced Term Loans, (iii) the final termination date of the Replacement Revolving Facility Commitments shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans, (iv) with respect to Replacement Revolving Loans secured by Liens on Collateral that rank junior in right of security to the Initial Revolving Loans, such Liens will be subject to the Collateral Trust Agreement or any Refinancing Amendmentother Intercreditor Agreements, if any, as are reasonably necessary or advisable (and reasonably acceptable to the Administrative Agent) to give effect to such Liens, (v) there shall be no borrower (other than a Borrower) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility; and (vi) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the applicable Borrower and the Lenders providing such Replacement Revolving Facility Commitments and (y) the amount of any letter of credit sublimit under such Replacement Revolving Facility, which shall be as agreed between the applicable Borrower, the Lenders providing such Replacement Revolving Facility Commitments, the Administrative Agent and the replacement issuing bank, if any, under such Replacement Revolving Facility Commitments) taken as a whole shall (as determined by the Parent in good faith) be substantially similar to, or no more restrictive to the Parent and its Subsidiaries than, those, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date or are otherwise reasonably acceptable to the Administrative Agent). Solely to the extent that an Issuing Bank is not a replacement issuing bank, as the case may be, under a Replacement Revolving Facility, it is understood and agreed that such Issuing Bank shall not be required to issue any letters of credit under such Replacement Revolving Facility and, to the extent it is necessary for such Issuing Bank to withdraw as an Issuing Bank, as the case may be, at the time of the establishment of such Replacement Revolving Facility, such withdrawal shall be on terms and conditions reasonably satisfactory to such Issuing Bank, as the case may be, in its sole discretion. The applicable ▇▇▇▇▇▇▇▇ agrees to reimburse each Issuing Bank, as the case may be, in full upon demand, for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal.
Appears in 2 contracts
Sources: Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals PLC)
Refinancing Amendments. (a) At any time after Notwithstanding anything to the Closing Datecontrary in this Agreement, the Borrowers Borrower may obtain, from any Lender by written notice to the Administrative Agent establish one or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect more additional tranches of all or any portion of the Term Loans then outstanding term loans under this Agreement (which will be deemed to include any then outstanding Other such loans, “Refinancing Term Loans”) or Refinancing Notes under a separate agreement, in the form of Other each case, to refinance outstanding Term Loans in whole or Other Term Commitments in part and shall be made pursuant to procedures reasonably acceptable to the Borrower and the Administrative Agent, all Net Proceeds of which are used to refinance in whole or in part any Class of Term Loans. Each such notice shall specify the date (each, a “Refinancing AmendmentEffective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made or Refinancing Notes shall be issued, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided that such Permitted Credit Agreement Refinancing Debtprovided, that:
(i) will rank pari passu in right of payment immediately before and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior immediately after giving effect to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the borrowing of such Refinancing Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of Effective Date each of the conditions set forth in Section 4.2 and4.02 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans or Refinancing Notes shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans or Refinancing Notes shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans or Refinancing Notes (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than, the terms, taken as a whole, applicable to the refinanced Term Loans (except to the extent such covenants and other terms apply solely to any period after the then applicable Latest Maturity Date or are otherwise reasonably requested by acceptable to the Administrative Agent); provided that any such Refinancing Term Loans or Refinancing Notes may contain any financial maintenance covenants, receipt by so long as any such covenant shall not be more restrictive to the Borrower than (or in addition to) those applicable to the Term Loans or Revolving Credit Commitment then outstanding (unless such covenants are also added for the benefit of the Lenders, which shall not require consent of the Lenders holding the Term Loans or Revolving Credit Commitments then outstanding and which the Administrative Agent shall add to this Agreement effective on such Refinancing Effective Date); provided, further, that a certificate of legal opinionsa Responsible Officer of the Borrower delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Refinancing Term Loans or Refinancing Notes, board resolutionstogether with a reasonably detailed description of the material terms and conditions of such Refinancing Term Loans or Refinancing Notes or drafts of the documentation relating thereto, officers’ certificates and/or reaffirmation agreements consistent stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirements of this clause (v), shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with those delivered such determination (including a reasonable description of the basis upon which it disagrees);
(vi) there shall be no borrower and no guarantors other than the Loan Parties in respect of such Refinancing Term Loans and Refinancing Notes;
(vii) Refinancing Term Loans and Refinancing Notes shall not be secured by any asset of the Borrower and its Subsidiaries other than the Collateral; and
(viii) Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments hereunder, as specified in the Closing Date under Section 4.1applicable Refinancing Amendment.
(b) The Administrative Agent shall promptly notify each Borrower may approach any Lender as or any other Person that would be a permitted assignee pursuant to the effectiveness of each Refinancing Amendment. Each Section 9.04 to provide all or a portion of the parties hereto hereby agrees thatRefinancing Term Loans; provided, upon that any Lender offered or approached to provide all or a portion of the effectiveness of Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Amendment, this Agreement Effective Date shall be deemed amended designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent (but only provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments)Borrower.
(c) Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Credit Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided that (i) immediately before and immediately after giving effect to the establishment of such Replacement Revolving Credit Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 4.02 shall be satisfied, (ii) after giving effect to the establishment of any Replacement Revolving Credit Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including upfront fees) and accrued interest associated therewith; (iii) no Replacement Revolving Credit Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Facility Maturity Date for the Revolving Credit Commitments being replaced; (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to fees, interest rates and other pricing terms) and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Credit Commitments and taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than, those, taken as a whole, applicable to the Revolving Credit Commitments so replaced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date in effect at the time of incurrence or are otherwise reasonably acceptable to the Administrative Agent); provided that any such Replacement Revolving Facilities may contain any financial maintenance covenants, so long as any such covenant shall not be tighter than (or in addition to) those applicable to the other Revolving Credit Commitment then outstanding (unless such covenants are also added for the benefit of the Lenders holding the other or Revolving Credit Commitments then outstanding, which shall not require consent of the Lenders holding Term Loans or Revolving Credit Commitments then outstanding and which the Administrative Agent shall add to this Agreement upon the applicable Replacement Revolving Facility Effective Date); (v) there shall be no borrower and no guarantors other than the Loan Parties in respect of such Replacement Revolving Facility; and (vi) Replacement Revolving Credit Commitments and extensions of credit thereunder shall not be secured by any asset of the Borrower and its Subsidiaries other than the Collateral.
(d) The Borrower may approach any Lender or any other Person that would be a permitted assignee of a Revolving Credit Commitment pursuant to Section 9.04 to provide all or a portion of the Replacement Revolving Credit Commitments; provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Credit Commitment. Any Replacement Revolving Credit Commitment made on any Replacement Revolving Facility Effective Date shall be designated an additional Class of Revolving Credit Commitments for all purposes of this Agreement; provided that any Replacement Revolving Credit Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Class of Revolving Credit Commitments.
(e) The Borrower and each Lender providing the applicable Refinancing Term Loans and/or Replacement Revolving Credit Commitments (as applicable) shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Term Loans and/or Replacement Revolving Credit Commitments (as applicable). For purposes of this Agreement and the other Loan Documents, (A) if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have an Other Term Loan having the terms of such Refinancing Term Loan and (B) if a Lender is providing a Replacement Revolving Credit Commitment, such Lender will be deemed to have an Other Revolving Credit Commitment having the terms of such Replacement Revolving Credit Commitment. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.20), (i) no Refinancing Term Loan or Replacement Revolving Credit Commitment is required to be in any minimum amount or any minimum increment, (ii) there shall be no condition to any incurrence of any Refinancing Term Loan or Replacement Revolving Credit Commitment at any time or from time to time other than those set forth in clauses (a) or (c) above, as applicable, and (iii) all Refinancing Term Loans, Replacement Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that rank equally and ratably in right of security with the other Secured Obligations. Each Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Borrower and the BorrowersAdministrative Agent, to effect the provisions of this Section 2.20.
(d) . Notwithstanding anything to the contrary in this Agreementcontrary, this Section 2.20 shall supersede any provisions in Sections 2.12 Section 2.15 or 10.1 Section 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 2 contracts
Sources: Credit Agreement (Integrated Device Technology Inc), Credit Agreement (Integrated Device Technology Inc)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of (a) all or any portion of the any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans, Other Revolving Commitments, Incremental Revolving Loans and Additional/Replacement Revolving Commitments), in the form of (i) Other Term Loans or Other Term Commitments or (ii) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that the Net Proceeds, if any, of such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so Refinancedrefinanced, as the case may be; provided, further, that that, without limitation, the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during to periods after the Latest Maturity Date that is in effect on at the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness time of any the applicable Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and(it being understood that, to the extent reasonably requested by that any financial maintenance covenant and any related equity cure or any other covenant is added for the Administrative Agentbenefit of any such Credit Agreement Refinancing Indebtedness, receipt no consent shall be required by the Administrative Agent or any of legal opinionsthe Lenders if such financial maintenance covenant and any related equity cure or other covenant is either (x) also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Credit Agreement Refinancing Indebtedness or (y) only applicable after the Latest Maturity Date at the time of such Refinancing Amendment). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, board resolutionspursuant to any Other Revolving Commitments established thereby, officers’ certificates and/or reaffirmation agreements consistent with those delivered on terms substantially equivalent to the Closing Date terms applicable to Letters of Credit under Section 4.1.
(b) the Revolving Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.21 (including changing the amortization schedule or extending the call protection or other terms of existing Term Loans in a manner required to make the Other Term Loans fungible with such Term Loans). In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(db) Notwithstanding anything to the contrary in this Agreementcontrary, this Section 2.20 2.21 shall supersede any provisions in Sections 2.12 Section 2.18 or 10.1 Section 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 2 contracts
Sources: Credit Agreement (Entrata, Inc.), Credit Agreement (Entrata, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.20 2.23), the Borrower may by written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, the “Refinancing Term Loans”), all Net Proceeds of which are used to Refinance in whole or in part any Class of Term Loans pursuant to Section 2.11(b)(2). Each such notice shall supersede specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided, that:
(i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.03 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Loan Maturity Date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any provisions other pricing terms and voluntary prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the Borrower in Sections 2.12 good faith) be substantially similar to, or 10.1 no more restrictive to the Borrower and the Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such other terms apply solely to any period after the Latest Maturity Date, the Borrower elects to add such more restrictive terms for the benefit of the other Facilities, or are otherwise reasonably acceptable to the Administrative Agent);
(vi) with respect to Refinancing Term Loans secured by Liens on the Collateral that rank junior in right of security to the Initial Term Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement;
(vii) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Refinancing Term Loans;
(viii) Refinancing Term Loans shall not be secured by any asset of the Borrower and its subsidiaries other than the Collateral; and
(ix) Refinancing Term Loans may participate on a pro rata basis, a less than pro rata basis or, solely with respect to Term Loans being refinanced that participate on a greater than pro rata basis as compared to any other Class of Term Loans, a greater than pro rata basis (but only to the same extent that the refinanced Term Loans participate on a greater than pro rata basis as compared to any other Class of Term Loans) than the Term Loans in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.11(b)(2)) hereunder, as specified in the applicable Refinancing Amendment.
(b) The Borrower may approach any Lender or any other person that would be a permitted Assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower.
(c) Notwithstanding anything to the contrary and in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.23), the Borrowers and Borrower may by written notice to the Administrative Agent establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided, that: (i) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 4.03 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Commitments, the aggregate amount of Revolving Commitments shall not exceed the aggregate amount of the Revolving Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; (iii) no Replacement Revolving Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Maturity Date for the Revolving Commitments being replaced; (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Facility) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or no more restrictive to the Borrower and the Subsidiaries than, those, taken as a whole, applicable to the Revolving Commitments so replaced (except to the extent such other terms apply solely to any period after the latest Revolving Maturity Date in effect at the time of incurrence, or the Borrower elects to add such more restrictive terms for the benefit of the other Facilities, or are otherwise reasonably acceptable to the Administrative Agent); (v) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility; (vi) Replacement Revolving Commitments and extensions of credit thereunder shall not be secured by any asset of the Borrower and its subsidiaries other than the Collateral; and (vii) if such Replacement Revolving Facility is secured by Liens on the Collateral that rank junior in right of security to the Initial Revolving Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement. In addition, notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.23), the Borrower may amend establish Replacement Revolving Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with the proceeds of Replacement Revolving Loans or otherwise), so long as the aggregate amount of such Replacement Revolving Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith (it being understood that such Replacement Revolving Commitment may be provided by the Lenders holding the Term Loans being repaid and/or by any other person that would be a permitted Assignee hereunder) so long as (i) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 2.12 4.03 shall be satisfied to implement the extent required by the relevant agreement governing such Replacement Revolving Commitments, (ii) the remaining life to termination of such Replacement Revolving Commitments shall be no shorter than the Weighted Average Life to Maturity then applicable to the refinanced Term Loans, (iii) the final termination date of the Replacement Revolving Commitments shall be no earlier than the Term Loan Maturity Date of the refinanced Term Loans, (iv) with respect to Replacement Revolving Loans secured by Liens on Collateral that rank junior in right of security to the Initial Revolving Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement, (v) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility and (vi) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the replacement issuing banks and replacement swingline lender, if any, under such Replacement Revolving Facility) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or no more restrictive to the Borrower and the Subsidiaries than, those, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date, or the Borrower elects to add such more restrictive terms for the benefit of the other Facilities, or are otherwise reasonably acceptable to the Administrative Agent). Solely to the extent that an Issuing Bank or the Swingline Lender is not a replacement issuing bank or a replacement swingline lender, as the case may be, under a Replacement Revolving Facility, it is understood and agreed that such Issuing Bank or the Swingline Lender shall not be required to issue any letters of credit or swingline loan under such Replacement Revolving Facility and, to the extent it is necessary for such Issuing Bank or the Swingline Lender to withdraw as an Issuing Bank or the Swingline Lender, as the case may be, at the time of the establishment of such Replacement Revolving Facility, such withdrawal shall be on terms and conditions reasonably satisfactory to such Issuing Bank or the Swingline Lender, as the case may be, in its sole discretion. The Borrower agrees to reimburse each Issuing Bank or the Swingline Lender, as the case may be, in full upon demand for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal.
(d) The Borrower may approach any Lender or any other person that would be a permitted Assignee of a Revolving Commitment pursuant to Section 9.04 to provide all or a portion of the Replacement Revolving Commitments; provided, that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated an additional Class of Revolving Commitments for all purposes of this Agreement; provided, that any Replacement Revolving Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Class of Revolving Commitments.
(e) The Borrower and each Lender providing the applicable Refinancing Term Loans and/or Replacement Revolving Commitments (as applicable) shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Term Loans and/or Replacement Revolving Commitments (as applicable). For purposes of this Agreement and the other Loan Documents, (A) if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have an Other Term Loan having the terms of such Refinancing Term Loan and (B) if a Lender is providing a Replacement Revolving Commitment, such Lender will be deemed to have an Other Revolving Commitment having the terms of such Replacement Revolving Commitment. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including this Section 2.23), (i) the incurrence of Refinancing Term Loans and Replacement Revolving Commitments will not reduce the Incremental Amount, (ii) no Refinancing Term Loan or Replacement Revolving Commitment is required to be in any minimum amount or any minimum increment, (iii) there shall be no condition to any incurrence of any Refinancing AmendmentTerm Loan or Replacement Revolving Commitment at any time or from time to time other than those set forth in clauses (a) or (c) above, as applicable, and (iv) all Refinancing Term Loans, Replacement Revolving Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents that rank equally and ratably in right of security with the Initial Term Loans and other Loan Obligations (other than Other Incremental Term Loans and Refinancing Term Loans that rank junior in right of security with any Term Loans, and except to the extent any such Refinancing Term Loans are secured by the Collateral on a junior lien basis in accordance with the provisions above, or are unsecured).
Appears in 2 contracts
Sources: Credit Agreement (Enhabit, Inc.), Credit Agreement (Encompass Health Corp)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers The Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, in each case, to refinance all or any portion of the Term Loans then outstanding under this Agreement and Commitments hereunder (which for this purpose will be deemed to include any then outstanding Other Revolving Commitments, Other Revolving Loans and/or Other Term Loans) in the form of Other Term Loans or Other Term Commitments ), pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
, (ii) will have such pricing, premiumsfees (including upfront fees and OID), optional prepayment terms, redemption premiums and subordination terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
, (iii) (x) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date ofof the Class of Term Loans or Revolving Commitments being refinanced, and will have a Weighted Average Life to Maturity that is not shorter than, than the remaining Weighted Average Life to Maturity of the Class of Term Loans being Refinanced;
refinanced (if applicable) and (y) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date with respect to the Class of Revolving Commitments or Class of Term Loans being refinanced and (iv) subject to clause (ii) aboveexcept as otherwise permitted herein, will have terms and conditions taken as a whole that are either substantially identical to, or, taken as a whole, less or no more favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt Indebtedness than, the Refinanced Debt; and
provided further that (vx) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtainedobtained and (y) the effectiveness of any Refinancing Amendment, together with the effectiveness of any increase in Revolving Commitments, shall not result in there being more than four separate maturity dates in effect for all Revolving Commitments. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and4.03(a) and (b). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.19 shall be in an aggregate principal amount that is not less than $50,000,000 and an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, pursuant to any Other Revolving Commitments established thereby, on terms substantially equivalent to the extent reasonably requested by terms applicable to Letters of Credit under the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) Revolving Commitments hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.19. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments hereunder to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding such extended revolving commitments, be deemed to be participation interests in respect of such extended revolving commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(db) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.19 shall supersede any provisions in Sections 2.12 Section 2.17 or 10.1 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 2 contracts
Sources: Credit Agreement (Windstream Holdings, Inc.), Credit Agreement (Windstream Services, LLC)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder;
, (ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is the same as or later than the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
refinanced and (iv) subject to clause (ii) above, will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are either substantially identical to, orare, taken as a whole, less not materially more favorable to the Lenders or Additional Lenders investors providing such Permitted Credit Agreement Refinancing Debt Indebtedness than, the Refinanced Debt; and
Debt (v) except for covenants or other provisions applicable exclusively to periods commencing after the proceeds of Latest Maturity Date at the time such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so RefinancedIndebtedness is incurred); provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
4.01 (bother than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(db) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.15 shall supersede any provisions in Sections 2.12 Section 2.13 or 10.1 Section 11.01 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 2 contracts
Sources: Term Loan Amendment (Sabre Corp), Tenth Term Loan B Refinancing Amendment (Sabre Corp)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower and, in the case of any Other Revolving Commitments, the Administrative Agent, the Swingline Lender and the Issuing Bank (any such existing Lender or other Person being called an “Additional Refinancing Lender, Permitted ”) Credit Agreement Refinancing Debt in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Commitments (including the corresponding portion of the Revolving Loans) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Commitments (including the corresponding portion of the Other Revolving Loans)), in the form of (x) Other Term Loans or Other Term Loan Commitments in the case of clause (a) or (y) Other Revolving Loans or Other Revolving Commitments in the case of clauses (a) and (b), in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Debt (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder;
, (ii) will have such pricing, premiumsinterest, fees, premiums and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Additional Refinancing Lenders thereof;
, (iii) will have a maturity date not be secured by any assets that is do not prior to the maturity date of, constitute Collateral and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to except as permitted in clause (ii) above), will have terms and conditions that are either substantially identical to, or, otherwise be treated hereunder no more materially favorably taken as a whole, less favorable including with respect to covenants and events of default, in the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, good faith determination of the Borrower than the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between by the Borrowers Borrower and the applicable Additional Refinancing Lenders thereof and to the extent applicable only during periods after the Latest Maturity Date that is in effect as determined on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. .
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 5.2 and, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Loan Documents.
(bc) The Administrative Agent Each issuance of Credit Agreement Refinancing Debt under Section 2.27(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof.
(d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(cii) Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement2.27, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and Required Lenders hereby expressly authorize the Administrative Agent may amend Section 2.12 to implement enter into any such Refinancing Amendment.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Davita Healthcare Partners Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 3.3 will be deemed to include any then outstanding Other Term Loans or Extended Loans) ), in the form of Other Term Loans or Other Term Commitments in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
, (ii) will have such pricing, premiums, premiums and optional prepayment or redemption terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
; (iii) will have a later maturity date that is not prior to the maturity date ofthan, and will have a Weighted Average Life to Maturity that is not shorter equal to or greater than, the Term Loans being Refinanced;
refinanced and (iv) subject to except as set forth in clause (ii) above, will have terms and conditions that are either substantially identical to, or, or (taken as a whole, less ) are no more favorable to the Lenders lenders or Additional Lenders holders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, Indebtedness than those applicable to the prepayment of outstanding Term Loans being so Refinancedrefinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 8.1(c) on and as of the date thereof, provided that, to the extent that any representations and warranties referred to in Section 8.1(c) specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as 8.1 or otherwise in form and substance reasonably satisfactory to the effectiveness of each Refinancing AmendmentAdministrative Agent. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.Refinancing
Appears in 2 contracts
Sources: Credit Agreement (ALST Casino Holdco, LLC), Credit Agreement (ALST Casino Holdco, LLC)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Loan Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that that, in addition to the other conditions set forth in the definition thereof, such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
(iii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Loans Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinancedrefinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either (x) substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Loans Commitments being so Refinancedrefinanced (and repayment of Revolving Loans outstanding thereunder); provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 7.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.17.1. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower or any Restricted Subsidiary of Holdings, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments subject to the approval of the Issuing Lender.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of the Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Loan Maturity Date shall be reallocated from Lenders holding Revolving Loans Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided that such participation interests shall, upon receipt thereof by the relevant Lenders holding revolving commitments, be deemed to be participation interests in respect of such revolving commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 2.18 shall supersede any provisions in Sections 2.12 or 10.1 2.8 and 13.12 to the contrary and the Borrowers Borrower and the Administrative Agent may amend Section 2.12 2.8 to implement any Refinancing Amendment.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Ancestry.com LLC), Credit and Guaranty Agreement (Anvilire)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, this including Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 2.18, the Borrower may, by written notice to the contrary and Administrative Agent, establish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), the Borrowers and net cash proceeds of which are used to Refinance in whole or in part any Class of Term Loans. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five Business Days after the date on which such notice is delivered to the Administrative Agent may amend Section 2.12 (or such shorter period agreed to implement by the Administrative Agent in its reasonable discretion); provided that:
(i) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans and the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans; provided that the requirements of this clause (i) shall not apply to the Inside Maturity Basket;
(ii) the aggregate principal amount of any Refinancing AmendmentTerm Loan is not greater than the principal or committed amount of the Class of Term Loan being refinanced, plus additional amounts to the extent otherwise permitted to be incurred under the Loan Documents, plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto;
(iii) all other material terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.21(b)(vii)) and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall be substantially similar to, or not materially more favorable to the lenders providing such Refinancing Term Loans (as determined by the Borrower in good faith) than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms (I) (A) apply solely to any period after the Initial Term B Facility Maturity Date or (B) are conformed (or added) to this Agreement for the benefit of the then-existing Term Facilities, (II) reflect market terms and conditions (as determined by the Borrower in good faith) at the time of incurrence or at the time of obtaining a commitment with respect thereto or (III) are otherwise reasonably acceptable to the Administrative Agent);
(iv) any Refinancing Term Loans may rank pari passu or junior in right of payment and/or security with the Initial Term B Loans and, if secured by Liens on the Collateral that rank pari passu or junior in right of security to the Initial Term B Loans, such Refinancing Term Loans may, at the option of Holdings, be documented separately to this Agreement and such Liens will be subject to a Permitted Pari Passu Intercreditor Agreement or Permitted Junior Intercreditor Agreement;
(v) such Refinancing Term Loans may be secured solely by assets that are Collateral; and
(vi) there shall be no obligor in respect of such Refinancing Term Loans that is not a Loan Party.
(b) In addition, notwithstanding the foregoing, the Borrower may establish Refinancing Term Loans to refinance and/or replace all or any portion of a Revolving Facility Commitment (regardless of whether Revolving Facility Loans are outstanding under such Revolving Facility Commitments at the time of incurrence of such Refinancing Term Loans) and/or the Revolving Facility Loans pursuant thereto, so long as (1) the aggregate amount of such Refinancing Term Loans does not exceed the aggregate amount of Revolving Facility Commitments terminated at the time of incurrence thereof plus additional amounts to the extent otherwise permitted to be incurred under the Loan Documents, plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, (2) if the applicable Revolving Facility Credit Exposure outstanding on the Refinancing Effective Date would exceed the aggregate amount of Revolving Facility Commitments outstanding in each case after giving effect to the termination of such Revolving Facility Commitments, the Borrower shall take one or more actions such that such Revolving Facility Credit Exposure does not exceed such aggregate amount of Revolving Facility Commitments in effect on the Refinancing Effective Date after giving effect to the termination of such Revolving Facility Commitments (it being understood that (x) such Refinancing Term Loans may be provided by the Lenders holding the Revolving Facility Commitments being terminated and/or by any other Person that would be an Eligible Assignee hereunder and (y) the proceeds of such Refinancing Term Loans shall not constitute Net Proceeds hereunder), (3) the Weighted Average Life to Maturity of the Refinancing Term Loans (disregarding any customary amortization for this purpose) shall be no shorter than the remaining life to termination of the terminated Revolving Facility Commitments, (4) the final maturity date of the Refinancing Term Loans shall be no earlier than the termination date of the terminated Revolving Facility Commitments and (5) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.21(b)(vii)) and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall be substantially similar to, or not materially more favorable (as determined by the Borrower in good faith) to the lenders providing such Refinancing Term Loans than, the terms, taken as a whole, applicable to the Revolving Facility Loans being refinanced (except to the extent such covenants and other terms (I) (A) apply solely to any period after the Initial Term B Facility Maturity Date or (B) are conformed (or added) to this Agreement for the benefit of the then-existing Revolving Facility Loans, (II) reflect market terms and conditions (as determined by the Borrower in good faith) at the time of incurrence or of obtaining a commitment with respect thereto, or
Appears in 2 contracts
Sources: Revolving Facility Repricing Amendment (Alliance Laundry Holdings Inc.), Revolving Facility Repricing Amendment (Alliance Laundry Holdings Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), all proceeds of which are used to refinance in whole or in part any class of Term Loans pursuant to Section 2.20 2.12(g). Each such notice shall supersede specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided, that:
(i) before and after giving effect to the Borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 5.2 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the maturity date of the refinanced Term Loans;
(iii) the weighted average life to maturity of such Refinancing Term Loans shall be no shorter than the then-remaining weighted average life to maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any provisions other pricing terms (optional prepayment or mandatory prepayment or redemption terms shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the Borrower in Sections 2.12 good faith) be substantially similar to, or 10.1 no more restrictive to the Borrower and its Restricted Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date or are otherwise reasonably acceptable to the Administrative Agent);
(vi) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Refinancing Term Loans;
(vii) Refinancing Term Loans shall not be secured by any asset of the Borrower and its subsidiaries other than the Collateral; and
(viii) Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.12(g)) hereunder, as specified in the applicable Refinancing Amendment.
(b) The Borrower may approach any Lender or any other person that would be a permitted assignee pursuant to Section 10.6 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established class of Term Loans made to the Borrower.
(c) Notwithstanding anything to the contrary and in this Agreement, the Borrowers and Borrower may by written notice to the Administrative Agent may amend Section 2.12 establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Facility Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any class of Revolving Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Facility Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to implement any Refinancing Amendment.the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided, that:
Appears in 2 contracts
Sources: Credit Agreement (Engility Holdings, Inc.), Credit Agreement (Engility Holdings, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of (a) all or any portion of the Term Loans (which for purposes of this sentence will be deemed to include any Incremental Term Loans or Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this sentence will be deemed to include any then outstanding Incremental Revolving Loans, Incremental Revolving Commitments, Other Term Loans) Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank may be secured by Liens on the Collateral on a pari passu in right of payment and of security or junior basis with respect to the Liens on the Collateral securing the other Loans and Commitments hereunder;
hereunder (provided that to the extent such Term Loans are secured by junior liens the applicable parties shall have entered into a customary intercreditor agreement reasonably satisfactory to the Administrative Agents and the Borrower), (ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
thereof (provided, that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (iii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
refinanced, (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of the Revolving Commitments or the Other Revolving Commitments being so Refinancedrefinanced and (v) subject to clause (ii) above, will have terms and conditions that are substantially identical to, or no more favorable (taken as a whole) to the lenders or investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt or such terms shall be current market terms (as reasonably determined by the Borrower) for such type of Indebtedness; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. .
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
4.01 (bother than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.20 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans or Other Revolving Loans and (y) an integral multiple of $10,000,000 in excess thereof in each case. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Revolving Loans, Other Term Loans Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Agents and the BorrowersBorrower, to effect the provisions of this Section 2.20.
(dc) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 or otherwise, (i) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Loans or Other Revolving Commitments, (B) repayments required at maturity and (C) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (iii) below)) of Other Revolving Loans shall supersede be made on a pro rata basis with all other Revolving Commitments, (ii) all Swing Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Revolving Facility Percentage and (iii) the permanent repayment of Revolving Loans and termination of Revolving Commitments shall be made on a pro rata basis, except that the Borrower shall be permitted to permanently repay and terminate Revolving Commitments of any provisions in Sections 2.12 or 10.1 Class on a better than pro rata basis as compared to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentother Class with a later maturity date than such Class.
Appears in 2 contracts
Sources: Credit Agreement (Circor International Inc), Credit Agreement (Circor International Inc)
Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrowers Borrower may obtain, obtain (i) from any Lender or any Additional Refinancing Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect the form of Refinancing Loans or Refinancing Commitments, in each case pursuant to a Refinancing Amendment, or (ii) from any bank, other financial institution or institutional investor that agrees to provide any portion of any Credit Agreement Refinancing Indebtedness in any other form, such other Credit Agreement Refinancing Indebtedness, in each case to refinance (and to reduce on a dollar-for-dollar or greater basis) all or any portion of the Term Loans and/or Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:Agreement.
(ib) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall will be subject only to the satisfaction on the date thereof of each such of the conditions set forth in Section 4.2 and, to the extent reasonably Sections 3.1 and 3.2 as may be requested by the Administrative Agent, receipt by providers of applicable Refinancing Loans or such other conditions as the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) Borrower may agree. The Administrative Agent shall will promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall will be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Loans and/or Refinancing Commitments incurred or extended pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments or Revolving Loans subject thereto as Other Refinancing Term Loans and/or Other Term Commitmentsor Refinancing Revolving Loans, respectively).
(c) Any Each issuance of Credit Agreement Refinancing Amendment mayIndebtedness under Section 2.27(a) shall be in an aggregate principal amount that is not less than $5,000,000.
(d) No Lender (or any successor thereto) shall have any obligation, express or implied, to provide any portion of any requested Credit Agreement Refinancing Indebtedness, and any decision by a Lender to provide any portion of any such Indebtedness shall be made in its sole discretion independently from any other Lender. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any Person other Lendersthan the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), the Borrower and the Persons providing the applicable Refinancing Loans and/or Refinancing Commitments, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything 2.27, and the Required Lenders hereby expressly authorize the Administrative Agent to the contrary in this Agreement, this enter into any such Refinancing Amendment. This Section 2.20 2.27 shall supersede any provisions in Sections 2.12 Section 2.21 or 10.1 10.2 to the contrary and the Borrowers and contrary.
(e) Refinancing Loans and/or Refinancing Commitments may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to make all or any portion of any Refinancing Loan) or by any Additional Refinancing Lender on terms permitted by this Section 2.27; provided that the Administrative Agent may amend and each Issuing Bank will have consented (in each case, such consent not to be unreasonably withheld, conditioned or delayed) to any such Person’s providing Refinancing Loans or Refinancing Commitments if such consent would be required under Section 2.12 10.4(b)(iii), respectively, for an assignment of Loans or Commitments to implement any Refinancing Amendmentsuch Person.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Repay Holdings Corp), Revolving Credit and Term Loan Agreement (Repay Holdings Corp)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term Loans then or outstanding Revolving Loans (or unused Revolving Credit Commitments) under this Agreement (which will be deemed to include any then outstanding Other Term Loans) Agreement, in the form of Other Term Loans (or Other Term Commitments Loan Commitments) or Other Revolving Loans (or Other Revolving Credit Commitments), as the case may be, in each case pursuant to a Refinancing Amendment); provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank shall be secured by the Collateral, and Guaranteed by the Guarantors, on a pari passu in right of payment and of security basis with the Obligations pursuant to the Security Documents and shall not be secured by any property or assets other Loans and Commitments hereunder;
than Collateral or Guaranteed by any person other than a Guarantor, (ii) (x) in the case of Other Revolving Credit Commitments, will have such pricinga maturity date that is not prior to the maturity date of Revolving Credit Commitments being refinanced and (y) in the case of any Other Term Loans, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
refinanced and (iviii) subject in the event that a Refinancing Amendment with respect to clause Loans (iiother than Incremental Loans) abovedoes not refinance the Loans (other than Incremental Loans) in full, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to if the Lenders or Additional Lenders providing initial yield on such Permitted Credit Agreement Refinancing Debt than, Indebtedness (as determined by the Refinanced Debt; and
Administrative Agent to be equal to the sum of (vx) the proceeds of margin above the Adjusted LIBO Rate on such Permitted Credit Agreement Refinancing Debt Loans (which shall be applied, substantially concurrently with increased by the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, amount that the terms and conditions any “LIBOR floor” applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect Loans on the date such Permitted Loans are made would exceed the Adjusted LIBO Rate for a three-month Interest Period commencing on such date) and (y) if such 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 (but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof) (the amount of such discount or fee, expressed as a percentage of such Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity (expressed in years) of such 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 “Refinancing Yield Differential”) the sum of (A) the Applicable Rate then in effect for Eurodollar Term Loans (which shall be increased by the amount that any “LIBOR floor” applicable to such Eurocurrency Term Loans on the date such Credit Agreement Refinancing Debt Indebtedness is issuedincurred would exceed the Adjusted LIBO Rate for a three-month Interest Period commencing on such date (without taking into account the last sentence of the definition of LIBO Rate)) and (B) the amount of the OID initially paid in respect of the Term Loans, incurred or obtained. divided by four, then the Applicable Rate then in effect for the Term Loans shall automatically be increased by the Refinancing Yield Differential, effective upon the making of the Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in paragraphs (b) and (c) of Section 4.2 4.01 and, to except as otherwise specified in the extent applicable Refinancing Amendment, the Administrative Agent shall have received (with sufficient copies for each of the Additional Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements and consistent with those delivered on the Closing Date under Section 4.14.02, other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion that are reasonably satisfactory to the Administrative Agent.
(bc) Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.23 shall be in an aggregate principal amount not less than $5,000,000 and an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt or the Administrative Agent otherwise consents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(cd) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to reflect the existence of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and to otherwise effect the provisions of this Section 2.202.23.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 2 contracts
Sources: Credit Agreement (Lindblad Expeditions Holdings, Inc.), Credit Agreement (Lindblad Expeditions Holdings, Inc.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrowers Borrower may obtain, obtain from any Lender or any Additional Lender, Permitted Lender Credit Agreement Refinancing Debt Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; , provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
, (ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
thereof and (iii) will have a maturity date that is not prior otherwise be treated hereunder no more favorably, including with respect to the maturity date ofcovenants and events of default, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, than the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.1.
4.01 (b) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is not less than $5,000,000. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Company, or the provision to the Company of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20Section.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 2 contracts
Sources: Credit Agreement (Skype S.a r.l.), Credit Agreement (Skype S.a r.l.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of (x) all or any portion of the Term Loans then outstanding under this Agreement and/or (which will be deemed to include y) all or any portion of the Revolving Loans then outstanding Other Term Loans) under this Agreement or any existing Class of Revolving Commitments, in the form of Other Term Loans or Other Term Commitments Commitments, Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing AmendmentAmendment (except with respect to Permitted Credit Agreement Refinancing Debt in the form of notes); provided that provided, such Permitted Credit Agreement Refinancing Debt:
(i) will may be (x) secured and rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (y) secured on a junior basis with the other Loans and Commitment hereunder, subject to entry into a customary intercreditor agreement that is reasonably acceptable to the Borrower and the Agent or (z) unsecured; provided that such Permitted Credit Agreement Refinancing Debt shall not be secured by any asset of the Borrower or any of its Subsidiaries other than the Collateral and shall not be guaranteed by any Person that is not a Loan Party;
(ii) will have such pricing, premiumsinterest rate, margins, fees, discounts, rate floors, premiums and (subject to clauses (iii) and (vi) below) optional prepayment and redemption terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
(iii) will not, (A) in the case of Permitted Credit Agreement Refinancing Debt in the form of notes or that otherwise constitutes Specified Indebtedness, have a maturity scheduled repayment, amortization, mandatory prepayment provisions or sinking fund obligations (other than related to customary asset sale and change of control offers) that could result in prepayment of such notes prior to the date that is not 91 days after the Latest Maturity Date then in effect and (B) in the case of Permitted Credit Agreement Refinancing Debt in the form of Other Revolving Commitments, have scheduled or mandatory commitment reductions prior to the maturity date of, and will have a Weighted Average Life Latest Maturity Date with respect to Maturity that is not shorter than, the Term Loans Revolving Commitments being Refinancedso refinanced;
(iv) subject to clause (ii) above, will have any Permitted Credit Agreement Refinancing Debt shall be on terms and conditions that are either substantially identical to, orare, taken as a whole, less not materially more favorable to the Lenders lenders or Additional Lenders holders providing such Indebtedness than those applicable to the Term Loans, Revolving Loans and/or Revolving Commitments being refinanced or replaced, as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment (except (1) for covenants applicable only to periods after the Latest Maturity Date of the Term Loans, Revolving Loans and Revolving Commitments existing at the time of such refinancing or replacement, (2) for pricing, interest rate, margins, fees, discounts, rate floors, premiums and optional prepayment and redemption terms and (3) any term or condition (including, without limitation, any financial maintenance covenant) to the extent that such term or condition is also added for the benefit of the Lenders under the Term Loans remaining outstanding immediately after such refinancing or replacement (in the case of Permitted Credit Agreement Refinancing Debt thanin the form of Other Term Loans, Other Term Commitments or notes) or the Refinanced Debt; andRevolving Loans and Revolving Commitments remaining outstanding immediately after such refinancing or replacement (in the case of Permitted Credit Agreement Refinancing Debt in the form of Other Revolving Loans or Other Revolving Commitments), it being understood that any such term or condition may be added to the Term Loans, Revolving Loans and/or Revolving Commitments remaining outstanding immediately after such refinancing or replacement by the Borrower without the necessity of obtaining the consent of the Agent or any Lender);
(vA) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinancedrefinanced plus accrued interest and premiums, if any, and fees and expenses incurred in connection with such Permitted Credit Agreement Refinancing Debt and (B) with respect to any Permitted Credit Agreement Refinancing Debt comprising Other Revolving Commitments, the commitments of the Revolving Credit Facility being so refinanced shall be automatically and permanently terminated immediately upon effectiveness of such Other Revolving Commitments; and
(vi) to the extent that such Other Term Loans and Other Revolving Commitments are secured and rank pari passu in right of payment with the other Loans and Commitments hereunder, such Other Term Loans and Other Revolving Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than pro rata basis) in mandatory repayments or prepayments with the other Loans and Commitments hereunder; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders lenders or holders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of (i) each of the conditions set forth in Section 4.2 and5.02, (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal customary opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on and (iii) such conditions as may be requested by the Closing Date under Section 4.1providers of the applicable Permitted Credit Agreement Refinancing Debt. Permitted Credit Agreement Refinancing Debt may be provided by any existing Lender (it being understood that no exiting Lender shall have an obligation to make all or any portion of any Permitted Credit Agreement Refinancing Debt) or by any Additional Lender.
(b) Each Class of Permitted Credit Agreement Refinancing Debt incurred under this Section 2.20 shall be in an aggregate principal amount that is either (a) sufficient to refinance the entire outstanding amount of the applicable Class of Loans and/or Commitments being refinanced pursuant to this Section 2.20 or (b) not less than (x) $5,000,000 (or such lesser amount as agreed by the Agent in its discretion) in the case of a refinancing of Term Loans and an integral multiple of $1,000,000 in excess thereof and (y) $1,000,000 (or such lesser amount as agreed by the Agent in its discretion) in the case of a refinancing of Revolving Commitments or Revolving Loans and an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the initial Revolving Commitments. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuer, participations in Letters of Credit expiring on or after the Latest Maturity Date applicable to the Revolving Credit Facility shall be reallocated from Lenders holding initial Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(c) Notwithstanding anything to the contrary in this Section 2.20 or otherwise, (i) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (iii) below)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, (ii) all Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders with Revolving Commitments in accordance with their percentage of the Revolving Commitments, (iii) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (iv) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans.
(d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Term Commitments, Other Revolving Loans and/or Other Term Revolving Commitments).
(ce) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement intercreditor agreement (or to effect a replacement of any Intercreditor Agreementintercreditor agreement or put in place an intercreditor agreement, as applicable) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20.
(df) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 2.16 or 10.1 11.01 to the contrary and the Borrowers Borrower and the Administrative Agent may amend Section 2.12 this Agreement and any other Loan Document to implement any Refinancing Amendment.
Appears in 2 contracts
Sources: Credit Agreement (Hanger, Inc.), Credit Agreement (Hanger, Inc.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, so long as no Incipient Termination Event or Termination Event has occurred and is continuing or would result therefrom, subject to the Borrowers provisions of Section 2.08(a), the Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Replacement Term Facility in the form of Other Term Loans or Other Term Commitments in respect of all or any portion (but not less than all) of the Term B Loans then outstanding under this Agreement (which for purposes of this clause will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Replacement Term Facility (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
hereunder (but on the same last-out basis as the Term B Loans), (ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
thereof (but on the same last-out basis as the Term B Loans), (iii) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life weighted average life to Maturity maturity that is not shorter than, the Term B Loans being Refinanced;
refinanced, (iv) subject all fees and expenses earned, due and owing in respect of the Term B Facility and the Replacement Term Facility shall have been paid, (v) to clause (ii) above, will have the extent the terms and conditions that are either not substantially identical to, or, taken as a whole, or less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, Replacement Term Facility than the Refinanced Debt; and
Debt (v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, provided that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Replacement Term Facility may provide for any additional or different financial or other covenants convents or other provisions provision that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during the periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Replacement Term Facility is issued, incurred or obtained), such other terms and documentation in respect of the Replacement Term Facility shall be acceptable to the Administrative Agent and the Borrower. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction (or waiver) on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.1.
4.01 (b) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Replacement Term Facility incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Transaction Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, this . This Section 2.20 shall supersede any provisions in Sections 2.12 Section 2.15 or 10.1 Section 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 2 contracts
Sources: Credit Agreement (YRC Worldwide Inc.), Credit Agreement (YRC Worldwide Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will shall not be permitted to rank pari passu senior in right of payment and of or security with to the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth referenced in Section 4.2 4.1(n) (unless waived by the Lenders providing such Permitted Credit Agreement Refinancing Debt) and, to the extent reasonably requested by the Administrative Agent, be subject to the receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20Section.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers Borrower and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 2 contracts
Sources: Credit Agreement (Mueller Water Products, Inc.), Term Loan Credit Agreement (Mueller Water Products, Inc.)
Refinancing Amendments. (a) At any time after the Closing Eleventh Amendment Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) Agreement, in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, premiums and optional prepayment or redemption terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders lenders thereof;
, (iiiii) will have a maturity date that is not prior to the maturity date ofno earlier than, and will have a Weighted Average Life to Maturity that is not shorter equal to or greater than, the Term Loans being Refinanced;
refinanced (excluding, for the purposes of determining the foregoing maturity dates, any springing maturity dates relating to senior secured notes (except to the extent the security therefor is pari passu with the contemplated Refinancing Term Loans), senior unsecured notes or subordinated notes, or equivalent credit facilities), (iii)(A) constitutes Indebtedness of the Borrower that is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor, (B) is not secured by any assets of the Borrower or any Subsidiary other than the Collateral (and, if secured, the security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such changes as are reasonably satisfactory to the Administrative Agent)) and (C) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to one or more intercreditor agreements reasonably satisfactory to the Administrative Agent, and (iv) subject to clause (ii) above, will have terms covenants and conditions events of default (which, for the avoidance of doubt, excludes pricing, premiums and optional prepayment or redemption terms) that are either substantially identical to, or, or (taken as a whole, less whole as determined by the Borrower in its reasonable judgment) are no more favorable to the Lenders lenders or Additional Lenders holders providing such Permitted Credit Agreement Refinancing Debt than, Indebtedness than those applicable to the Refinanced Debt; and
(v) Term Loans being refinanced are to the proceeds Lenders of such Permitted Term Loans; provided that the covenants and events of default applicable to such Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained; provided, further, that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material covenants and events of default of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such covenants and events of default satisfy the requirement of this clause (iv) shall be conclusive evidence that such covenants and events of default satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)). Any Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 5.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates certificates, mortgage amendments and other documentation and instruments with respect to real property collateral and/or reaffirmation agreements substantially consistent with those delivered on the Closing Ninth Amendment Effective Date (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Any Credit Agreement Refinancing Indebtedness incurred under this Section 4.1.
2.14 shall be in an aggregate principal amount that is not less than $25,000,000 (b) or such lesser amount as the Administrative Agent may agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments subject thereto as Other Refinancing Term Loans and/or Other Refinancing Term Loan Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.14.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 2 contracts
Sources: Credit Agreement (Huntsman CORP), Credit Agreement (Huntsman International LLC)
Refinancing Amendments. (a1) At any time after the Closing Amendment and Restatement Date, the Borrowers Borrower may obtain, from any Lender or any Additional LenderLender (it being understood that (i) no Lender shall be required to provide any Other Loan without its consent, Permitted Credit Agreement Refinancing Debt (ii) [reserved] and (iii) Other Term Loans provided by Affiliated Lenders shall be subject to the limitations set forth in respect of Section 10.07(g)), Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement (which will be deemed made pursuant to include any then outstanding Other Term Loan Commitments, in the case of Other Term Loans) in the form of Other Term Loans or Other Term Commitments , pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Other Loans (i) will shall rank pari passu equal in priority in right of payment and of security with the other Loans and Commitments hereunder;
, (ii) will shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any First Lien Obligations under this Agreement and, if secured on a junior basis, shall be subject to an applicable Intercreditor Agreement(s), (iii) if secured, shall not be secured by any property or assets of the Borrower or of its Subsidiaries other than the Collateral, (iv) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, (v) shall have such pricinginterest rates (including through fixed interest rates), premiumsinterest margins, optional prepayment terms and financial covenants rate floors, upfront fees, funding discounts, original issue discounts as may be agreed by the Borrowers Borrower and the Lenders thereof;
thereof (iiiand, solely in the case of any Other Term Loans that rank pari passu in right of security with the Amendment and Restatement Date Term Loans, subject to the MFN Provision), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) [reserved], (vii) will have a final maturity date that is not prior to no earlier than, and, in the maturity date ofcase of Other Term Loans, and will have a Weighted Average Life to Maturity that is not shorter equal to or greater than, the Term Loans being Refinanced;
refinanced and (ivviii) subject to clause will have such other terms and conditions (other than as provided in foregoing clauses (ii) abovethrough (vii)) that if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, will have terms and conditions that are either substantially identical tonot be materially more restrictive to the Borrower (as determined by the Borrower in good faith), or, when taken as a whole, less favorable than the terms of such Class of Loans or Commitments being refinanced, except to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
extent necessary to provide for (vx) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the covenants and other terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, (I) if any such terms of the Other Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Term Loans and (II) [reserved]. Any Other Term Loans may participate on a pro rata basis or less than a pro rata basis in any mandatory prepayments of Term Loans hereunder as specified in the date such Permitted Credit Agreement applicable Refinancing Debt is issued, incurred or obtainedAmendment. The effectiveness of In connection with any Refinancing Amendment shall be subject to Amendment, the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 andBorrower shall, to the extent if reasonably requested by the Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Loans are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1applicable Loan Documents.
(b2) Each Class of Other Commitments and Other Loans incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $5.0 million. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments as Loans and Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.15.
(d3) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.15 shall supersede any provisions in Sections 2.12 Section 2.12, 2.13 or 10.1 10.01 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 2 contracts
Sources: Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), all proceeds of which are used to refinance in whole or in part any Class of Term Loans pursuant to Section 2.20 2.08(c). Each such notice shall supersede specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided, that:
(i) before and after giving effect to the Borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.02 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the maturity date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (optional prepayment or mandatory prepayment or redemption terms shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or no more restrictive to the Borrower and its Restricted Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date or are otherwise reasonably acceptable to the Administrative Agent);
(vi) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Refinancing Term Loans;
(vii) Refinancing Term Loans shall not be secured by any asset of the Borrower and its subsidiaries other than the Collateral;
(viii) Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.08(c)) hereunder, as specified in the applicable Refinancing Amendment; and
(ix) Refinancing Term Loans shall not at any time have (x) any financial maintenance covenants of a different type than the financial covenants set forth in Section 6.10, or any financial maintenance covenants that are more restrictive than the financial covenants set forth in Section 6.10 or (y) negative covenants and/or default provisions that, taken as a whole, are materially more restrictive than those applicable to the Revolving Facility as determined in Sections 2.12 good faith by the Borrower unless, in each case of clauses (x) and (y) such terms (I) (if favorable to all then existing Lenders) are in consultation with the Administrative Agent, incorporated into this Agreement for the benefit of all then existing Lenders (without further amendment requirements) for so long as any such Refinancing Term Loans are outstanding or 10.1 (II) become applicable only after the Revolving Facility shall have matured or been terminated.
(b) The Borrower may approach any Lender or any other person that would be a permitted assignee pursuant to Section 9.05 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower.
(c) Notwithstanding anything to the contrary and in this Agreement, the Borrowers and Borrower may by written notice to the Administrative Agent may amend Section 2.12 establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Facility Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Facility Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to implement any Refinancing Amendment.the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided, that:
Appears in 2 contracts
Sources: Credit Agreement (Iac/Interactivecorp), Credit Agreement (Match Group, Inc.)
Refinancing Amendments. (a) At any time after the Closing Restatement Effective Date, the Borrowers Borrower may obtain, obtain from any Lender or any Additional Lender, Permitted Lender Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of any Class(es) of the Term Loans then outstanding under this Agreement (which for this purpose will be deemed to include any then outstanding Other Class(es) of Loans, Extended Term Loans) , Refinancing Term Loans or Incremental Term Loans), in the form of Other Refinancing Term Loans or Other Refinancing Term Commitments Commitments, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
, (ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
, (iii) will have a maturity date that is not prior except as otherwise provided in Sections 2.05(a)(i), 2.05(b)(iii) and 2.05(c)(i) or as may be agreed to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to by the Lenders or and Additional Lenders providing such Permitted Credit Agreement Refinancing Debt thanIndebtedness in the respective Refinancing Amendment, each Class of Refinancing Term Loans shall be prepaid and repaid (or offered to be repaid in the case of Section 2.05(c)) on a pro rata basis with all voluntary prepayments and mandatory prepayments (other than amortization payments) of the other Classes of Loans and (iv) otherwise be treated hereunder no more favorably, including with respect to covenants and events of default, than the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in such Refinancing Amendment and Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Restatement Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (including Mortgage amendments) in order to ensure that the Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. Each tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 4.1.
(b) 2.15 shall be in an aggregate principal amount that is not less than $50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Term Loans and/or Other Refinancing Term Commitments).
, (cii) Any provide certain class protection to the Lenders and Additional Lenders providing such Credit Agreement Refinancing Amendment mayIndebtedness with respect to voluntary prepayments and mandatory prepayments, without (iii) make such other changes to this Agreement and the consent other Loan Documents consistent with the provisions and intent of any other Lenders, the second paragraph of Section 10.01 and (iv) effect such other amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this AgreementSection, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and Required Lenders hereby expressly authorize the Administrative Agent may amend Section 2.12 to implement enter into any such Refinancing Amendment.
Appears in 2 contracts
Sources: Credit Agreement (Michaels Companies, Inc.), Credit Agreement (Michaels Stores Inc)
Refinancing Amendments. (a) At any time after Notwithstanding anything to the Closing Datecontrary in this Agreement, the Borrowers Borrower may obtain, from any Lender by written notice to the Administrative Agent establish one or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect more additional tranches of all or any portion of the Term Loans then outstanding term loans under this Agreement (which will be deemed to include any then outstanding Other such loans, “Refinancing Term Loans”) or Refinancing Notes under a separate agreement, in the form of Other each case, to refinance outstanding Term Loans in whole or Other Term Commitments in part and shall be made pursuant to procedures reasonably acceptable to the Borrower and the Administrative Agent, all Net Proceeds of which are used to refinance in whole or in part any Class of Term Loans. Each such notice shall specify the date (each, a “Refinancing AmendmentEffective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made or Refinancing Notes shall be made or issued, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided that such Permitted Credit Agreement Refinancing Debtprovided, that:
(i) will rank pari passu in right of payment immediately before and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior immediately after giving effect to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the borrowing of such Refinancing Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of Effective Date each of the conditions set forth in Section 4.2 and4.02 shall be satisfied;
(ii) other than with respect to Permitted Inside Maturity Debt, the final maturity date of the Refinancing Term Loans or Refinancing Notes shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans;
(iii) other than with respect to Permitted Inside Maturity Debt, the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans or Refinancing Notes shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans or Refinancing Notes (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall be consistent in all material respects with the terms of the corresponding refinanced Term Loans or, if not consistent in any material respect with the terms of the corresponding refinanced Term Loans, at the option of the Borrower, either (x) reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Borrower in good faith) of such Refinancing Term Loans or Refinancing Notes, as applicable or (y) not be materially more restrictive to the Borrower and its Subsidiaries (as determined by the Borrower in good faith), when taken as a whole, than the terms applicable to the refinanced Term Loans (except to the extent such covenants and other terms (1) are also added for the benefit of the Lenders holding Term Loans outstanding on the Refinancing Effective Date, which shall not require consent of the Lenders holding the Term Loans or Revolving Credit Commitments outstanding on the Refinancing Effective Date and which the Administrative Agent shall add to this Agreement effective on such Refinancing Effective Date, (2) apply solely to any period after the then applicable Latest Maturity Date of the Term Loans outstanding on the Refinancing Effective Date, or (3) are otherwise reasonably requested by acceptable to the Administrative Agent); provided that any such Refinancing Term Loans or Refinancing Notes may contain any financial maintenance covenants, receipt by so long as any such covenant shall not be more restrictive to the Borrower than (or in addition to) those applicable to the Term Loans or Revolving Credit Commitment outstanding on the Refinancing Effective Date (unless such covenants are also added for the benefit of the Lenders holding the Term Loans or Revolving Credit Commitments outstanding on the Refinancing Effective Date, which shall not require consent of the Lenders holding the Term Loans or Revolving Credit Commitments outstanding on the Refinancing Effective Date and which the Administrative Agent shall add to this Agreement effective on such Refinancing Effective Date);
(vi) there shall be no borrower and no guarantors other than the Loan Parties in respect of legal opinionssuch Refinancing Term Loans and Refinancing Notes;
(vii) Refinancing Term Loans and Refinancing Notes shall not be secured by any asset of the Borrower and its Subsidiaries other than the Collateral; and
(viii) Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments hereunder, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on as specified in the Closing Date under Section 4.1applicable Refinancing Amendment.
(b) The Administrative Agent shall promptly notify each Borrower may approach any Lender as or any other Person that would be a permitted assignee pursuant to the effectiveness of each Refinancing Amendment. Each Section 9.04 to provide all or a portion of the parties hereto hereby agrees thatRefinancing Term Loans; provided, upon that any Lender offered or approached to provide all or a portion of the effectiveness of Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Amendment, this Agreement Effective Date shall be deemed amended designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent (but only provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments)Borrower.
(c) Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Credit Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), or Refinancing Notes under a separate agreement, in each case, which replace in whole or in part any Class of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Credit Commitments or Refinancing Notes shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided that (i) immediately before and immediately after giving effect to the establishment of such Replacement Revolving Credit Commitments or Refinancing Notes on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 4.02 shall be satisfied, (ii) after giving effect to the establishment of any Replacement Revolving Credit Commitments or issuance of Refinancing Notes and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including upfront fees) and accrued interest associated therewith; (iii) other than Permitted Inside Maturity Debt, no Replacement Revolving Credit Commitments or Refinancing Notes shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Facility Maturity Date for the Revolving Credit Commitments being replaced; (iv) all other terms applicable to such Replacement Revolving Facility or Refinancing Notes, as applicable (other than provisions relating to fees, interest rates and other pricing terms, and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Credit Commitments or Refinancing Notes, as applicable), shall be consistent in all material respects with the terms of the corresponding Class of Revolving Credit Commitments so replaced or, if not consistent in any material respect with the terms of the corresponding Class of Revolving Credit Commitments so replaced, at the option of the Borrower, either (x) reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Borrower in good faith) of such Replacement Revolving Credit Commitments or Refinancing Notes, as applicable or (y) not be materially more restrictive to the Borrower and its Subsidiaries (as determined by the Borrower in good faith), when taken as a whole, than the terms applicable to the Revolving Credit Commitments so replaced (except to the extent such covenants and other terms (1) are also added for the benefit of the Lenders holding the other Revolving Credit Commitments then outstanding, which shall not require consent of the Lenders holding Term Loans or Revolving Credit Commitments then outstanding and which the Administrative Agent shall add to this Agreement upon the applicable Replacement Revolving Facility Effective Date, (2) apply solely to any period after the Latest Maturity Date in effect at the time of incurrence or (3) are otherwise reasonably acceptable to the Administrative Agent); provided that any such Replacement Revolving Facilities or Refinancing Notes may contain any financial maintenance covenants, so long as any such covenant shall not be more restrictive to the Borrower than (or in addition to) those applicable to the other Revolving Credit Commitments outstanding on the Refinancing Effective Date (unless such covenants are also added for the benefit of the Lenders holding the other Revolving Credit Commitments outstanding on the Refinancing Effective Date, which shall not require consent of the Lenders holding Term Loans or Revolving Credit Commitments then outstanding and which the Administrative Agent shall add to this Agreement upon the applicable Replacement Revolving Facility Effective Date); (v) there shall be no borrower and no guarantors other than the Loan Parties in respect of such Replacement Revolving Facility or Refinancing Notes; and (vi) Replacement Revolving Credit Commitments and extensions of credit thereunder or Refinancing Notes shall not be secured by any asset of the Borrower and its Subsidiaries other than the Collateral.
(d) The Borrower may approach any Lender or any other Person that would be a permitted assignee of a Revolving Credit Commitment pursuant to Section 9.04 to provide all or a portion of the Replacement Revolving Credit Commitments; provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Credit Commitment. Any Replacement Revolving Credit Commitment made on any Replacement Revolving Facility Effective Date shall be designated an additional Class of Revolving Credit Commitments for all purposes of this Agreement; provided that any Replacement Revolving Credit Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Class of Revolving Credit Commitments.
(e) The Borrower and each Lender providing the applicable Refinancing Term Loans and/or Replacement Revolving Credit Commitments (as applicable) shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Term Loans and/or Replacement Revolving Credit Commitments (as applicable). For purposes of this Agreement and the other Loan Documents, (A) if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have an Other Term Loan having the terms of such Refinancing Term Loan and (B) if a Lender is providing a Replacement Revolving Credit Commitment, such Lender will be deemed to have an Other Revolving Credit Commitment having the terms of such Replacement Revolving Credit Commitment. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.21), (i) no Refinancing Term Loan or Replacement Revolving Credit Commitment is required to be in any minimum amount or any minimum increment, (ii) there shall be no condition to any incurrence of any Refinancing Term Loan or Replacement Revolving Credit Commitment at any time or from time to time other than those set forth in clauses (a) or (c) above, as applicable, and (iii) all Refinancing Term Loans, Replacement Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that rank equally and ratably in right of security with the other Secured Obligations. Each Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Borrower and the BorrowersAdministrative Agent, to effect the provisions of this Section 2.20.
(d) 2.21. Notwithstanding anything to the contrary in this Agreementcontrary, this Section 2.20 2.21 shall supersede any provisions in Sections 2.12 Section 2.16 or 10.1 Section 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 2 contracts
Sources: Credit Agreement (Maxlinear, Inc), Credit Agreement (Maxlinear Inc)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.13 will be deemed to include any then outstanding Other Term Loans) , Incremental Loans or Extended Loans), in the form of Other Term Loans or Other Term Commitments in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
, (ii) will have such pricing, premiums, premiums and optional prepayment or redemption terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
; (iii) will have a maturity date that is not prior to the maturity date ofno earlier than, and will have a Weighted Average Life to Maturity that is not shorter equal to or greater than, the Term Loans being Refinanced;
refinanced and (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, or (taken as a whole, less ) are no more favorable to the Lenders lenders or Additional Lenders holders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, Indebtedness than those applicable to the prepayment of outstanding Term Loans being so Refinancedrefinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.03(b)(iii)(B))) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
4.01 (b) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Credit Agreement Refinancing Indebtedness incurred under this Section 2.13 shall be in an aggregate principal amount that is not less than $100,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, this 2.13. This Section 2.20 2.13 shall supersede any provisions in Sections 2.12 Section 2.11 or 10.1 10.01 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 2 contracts
Sources: Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)
Refinancing Amendments. (a) At any time after After the Closing Date, the Borrowers may obtain, obtain from any Lender or or, subject to the restrictions set forth below, any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will shall be unsecured or, to the extent secured, shall rank pari passu or junior in right of payment and of security with the other Loans hereunder and Commitments hereunder;
(ii) will will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness”, have such pricing, premiumsinterest rate margins, optional rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable (excluding pricing, interest rate margins, rate floors, discounts, fees and optional prepayment or redemption provisions to such Permitted the extent permitted by the definition of “Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date Indebtedness”) of such Permitted Credit Agreement Refinancing Debt is issuedIndebtedness incurred pursuant to a Refinancing Amendment shall not be materially more favorable (when taken as a whole) to the lenders providing such Credit Agreement Refinancing Indebtedness than the corresponding terms of the Loans being replaced, incurred as reasonably determined by the Borrowers in good faith (it being understood and agreed that this limitation shall not restrict the addition of any financial maintenance covenant or obtainedother terms and conditions to such Credit Agreement Refinancing Indebtedness to the extent such financial maintenance covenant or other terms and conditions, as the case may be, shall be added to the Loans remaining in the applicable Refinancing Amendment hereto). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 2.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
2.1 (b) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Agent). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term CommitmentsLoans).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, this 1.12. This Section 2.20 1.12 shall supersede any provisions in Sections 2.12 Section 9.1 or 10.1 9.11 to the contrary contrary. It is understood that (w) any Lender approached to provide all or a portion of a Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation to approach any existing Lenders to provide any Other Loan or commitments in respect thereof), (x) the Agent’s consent (such consent not to be unreasonably withheld) shall be required with respect to any Person’s providing such Credit Agreement Refinancing Indebtedness if such consent would be required under Section 9.9 for an assignment of Loans or Commitments to such Person and (y) any Affiliated Lender providing an Other Loan (or commitment in respect thereof) shall be subject to the Borrowers and the Administrative Agent may amend same restrictions set forth in Section 2.12 9.9(g) as it would otherwise be subject to implement with respect to any Refinancing Amendmentpurchase by or assignment of Loans to such Affiliated Lender.
Appears in 2 contracts
Sources: Credit Agreement (Charah Solutions, Inc.), Credit Agreement (Charah Solutions, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), all proceeds of which are used to refinance in whole or in part any Class of Term Loans pursuant to Section 2.20 2.08(c). Each such notice shall supersede specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided, that:
(i) before and after giving effect to the Borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.02 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the maturity date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (optional prepayment or mandatory prepayment or redemption terms shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or no more restrictive to the Borrower and its Restricted Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date or are otherwise reasonably acceptable to the Administrative Agent);
(vi) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Refinancing Term Loans;
(vii) Refinancing Term Loans shall not be secured by any asset of the Borrower and its subsidiaries other than the Collateral; and
(viii) Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.08(c)) hereunder, as specified in the applicable Refinancing Amendment; and
(ix) Refinancing Term Loans shall not at any time have (x) any financial maintenance covenants of a different type than the financial covenants set forth in Section 6.10, or any financial maintenance covenants that are more restrictive than the financial covenants set forth in Section 6.10 or (y) negative covenants and/or default provisions that, taken as a whole, are materially more restrictive than those applicable to the Revolving Facility as determined in Sections 2.12 good faith by the Borrower unless, in each case of clauses (x) and (y) such terms (I) (if favorable to all then existing Lenders) are in consultation with the Administrative Agent, incorporated into this Agreement for the benefit of all then existing Lenders (without further amendment requirements) for so long as any such Refinancing Term Loans are outstanding or 10.1 (II) become applicable only after the Revolving Facility shall have matured or been terminated.
(b) The Borrower may approach any Lender or any other person that would be a permitted assignee pursuant to Section 9.05 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower.
(c) Notwithstanding anything to the contrary and in this Agreement, the Borrowers and Borrower may by written notice to the Administrative Agent may amend Section 2.12 establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Facility Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Facility Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to implement any Refinancing Amendment.the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided, that:
Appears in 2 contracts
Sources: Incremental Assumption Agreement and Amendment No. 1 (Match Group, Inc.), Incremental Assumption Agreement and Amendment No. 1 (Iac/Interactivecorp)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in the form (a) of Other Term Loans or Other Term Commitments in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans), or (b) in the form of Other Term Revolving Loans or Other Term Revolving Commitments in respect of all or any portion of the Revolving Loans (and unused Revolving Commitments) under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu or junior in right of payment and and/or of security with the other Loans and Commitments hereunder;
, or shall be unsecured, in each case subject to intercreditor arrangements (which may take the form of modifications to the payment or collection “waterfall” provisions in the Loan Documents) reasonably acceptable to the Administrative Agent, (ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
, (iii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced, and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
refinanced, (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, or less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt Indebtedness than, the Refinanced Debt; and
Debt and (vvi) the proceeds of such Permitted Credit Agreement Refinancing Debt shall will be applied, substantially concurrently with the incurrence thereofon a pro rata basis, to the prepayment of outstanding Term Loans being so Refinancedand Commitments subject to such proposed refinancing; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.1.
4.01 (bother than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower or the provision to the Borrower of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment and shall make available to the Lenders a copy of any such Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(db) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.21 shall supersede any provisions in Sections 2.12 Section 2.18 or 10.1 Section 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 2 contracts
Sources: Credit Agreement (TA Holdings 1, Inc.), Credit Agreement (TA Holdings 1, Inc.)
Refinancing Amendments. (a1) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional LenderLender (it being understood that no Lender shall be required to provide any Other Loan without its consent), Permitted Credit Agreement Refinancing Debt in respect of Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement (which will be deemed made pursuant to include any then outstanding Other Term Loan Commitments, in the case of Other Term Loans) , and pursuant to Other Revolving Commitments, in the form case of Other Term Loans or Other Term Commitments Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Other Loans and Other Revolving Commitments (i) will shall rank pari passu equal in priority in right of payment and of security with the other Loans and Commitments hereunder;
, (ii) will shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any First Lien Obligations under this Agreement and, if secured on a junior basis, shall be subject to an applicable Intercreditor Agreement(s), (iii) if secured, shall not be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (iv) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, (v)(A) shall have such pricinginterest rates (including through fixed interest rates), premiumsinterest margins, optional rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and financial covenants premiums as may be agreed by the Borrowers Borrower and the Lenders thereof and/or (B) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof;
, (iiivii) will have a final maturity date that is not prior to no earlier than, and, in the maturity date ofcase of Other Term Loans, and will have a Weighted Average Life to Maturity that is not shorter equal to or greater than, the Term Loans or Revolving Commitments being Refinanced;
refinanced and (ivviii) subject to clause will have such other terms and conditions (other than as provided in foregoing clauses (ii) abovethrough (vii)) that either, will have at the option of the Borrower, (1) reflect market terms and conditions that are either substantially identical to(taken as a whole) at the time of incurrence of such Other Loans or Other Revolving Commitments (as determined by the Borrower in good faith), or(2) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, less favorable than the terms of such Class of Loans or Commitments being refinanced, except to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
extent necessary to provide for (vx) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the covenants and other terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Indebtedness contain a Previously Absent Financial Maintenance Covenant that is in effect on prior to the date applicable Latest Maturity Date, such Permitted Credit Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility; provided further, that if (x) such Indebtedness that includes a Previously Absent Financial Maintenance Covenant consists of a revolving credit facility (whether or not the documentation therefor includes any other facilities) and (y) the applicable Previously Absent Financial Maintenance Covenant is included only for the benefit of such revolving credit facility, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness for the benefit of any Refinancing Amendment Term Facility hereunder or (3) if neither clause (1) or (2) are satisfied, such terms, provisions and documentation shall be subject otherwise reasonably satisfactory to the satisfaction Administrative Agent. Any Other Term Loans may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement or unless the date thereof Class of each Term Loans being refinanced was so entitled to participate on a greater than a pro rata basis in such mandatory prepayments, such Other Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (d)(i)), as specified in the applicable Refinancing Amendment. All Other Revolving Commitments shall provide that all borrowings under the applicable Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Other Revolving Commitments (and related outstanding Other Revolving Loans), (2) repayments required upon the Maturity Date of the conditions set forth Revolving Commitments, (3) repayments made in Section 4.2 andconnection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments). In connection with any Refinancing Amendment, to the extent Borrower shall, if reasonably requested by the Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Loans or Other Revolving Commitments are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1applicable Loan Documents.
(b2) Each Class of Other Commitments and Other Loans incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $5.0 million. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments as Loans and Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.15.
(d3) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.15 shall supersede any provisions in Sections 2.12 Section 2.12, 2.13 or 10.1 10.01 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 2 contracts
Sources: Credit Agreement (WideOpenWest, Inc.), Credit Agreement (WideOpenWest, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness under this Agreement in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement or (which will be deemed to include ii) all or any then outstanding Other Term Loansportion of the Revolving Loans and related extensions of credit (or unused Revolving Loan Commitments) under this Agreement, in the form of (x) Other Term Loans or Other Term Loan Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu (or, at the Borrower’s option, in the case of Other Term Loans and Other Loan Term Commitments, junior in right of payment or security) in right of payment and of security with the other Loans and Commitments hereunder;
, (ii) shall not be secured by any assets not constituting Collateral and shall not be guaranteed by any entity that is not a Subsidiary Guarantor, (iii) will have such pricing, premiumsfees, optional prepayment prepayments or redemption terms and financial covenants premiums as may be agreed by the Borrowers Borrower and the Lenders lenders thereof;
, (iiiiv) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Loan Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Loan Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
refinanced (ivother than to the extent of nominal amortization for periods where amortization has been eliminated or reduced as a result of prepayments of such Term Loans), (v) will, in the case of any Credit Agreement Refinancing Indebtedness in the form of Other Term Loans or Other Term Loan Commitments, share ratably in (or if junior in right of payment or as to security, on a junior basis in respect of) any prepayments of Term Loans (unless the Other Term Loans agree to participate on a less than pro rata basis in any voluntary or mandatory prepayments or repayments), (vi) will, in the case of any Credit Agreement Refinancing Indebtedness in the form of Other Revolving Loans or Other Revolving Commitments, provide that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (ii3) abovebelow)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Loan Commitments, (2) subject to the provisions of Section 2.01(f) and Section 3.07 to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exists Revolving Loan Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Loan Commitments in accordance with their percentage of the Revolving Loan Commitments (and except as provided in Section 2.01(f) and Section 3.07, without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, other Revolving Loan Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Loan Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Initial Revolving Loan Commitments and Initial Revolving Loans, (vii) in the case of any Credit Agreement Refinancing Indebtedness that is (x) pari passu, shall be subject to the Intercreditor Agreement and (y) junior to the Obligations under this Agreement with respect to security, shall be subject to a customary intercreditor arrangements reasonably satisfactory to the Administrative Agent and (viii) will have terms and conditions that are either substantially identical to, or, or (taken as a whole, less ) no more favorable (as reasonably determined by the Borrower) to the Lenders or Additional Lenders investors providing such Permitted Credit Agreement Refinancing Debt Indebtedness than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. The effectiveness Each Class of any Credit Agreement Refinancing Amendment Indebtedness incurred under this Section 2.17 shall be subject to the satisfaction on the date thereof in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of each of the conditions set forth $5,000,000 in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1excess thereof.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Loan Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.17. In addition, in the case of the provision of any Other Revolving Commitments, participations in Letters of Credit shall be reallocated from Lenders holding existing Revolving Loan Commitments to Lenders holding Other Revolving Commitments as needed to reflect the revised RL Percentages of the various RL Lenders. For the avoidance of doubt, no existing Lender shall be obligated to provide any Credit Agreement Refinancing Indebtedness.
(c) Credit Agreement Refinancing Indebtedness may also be incurred outside of this Agreement, subject to the relevant requirements of Section 10.04, the definition of Credit Agreement Refinancing Indebtedness, the satisfaction of Section 2.17(a)(vii), if applicable, and, except with respect to Permitted Unsecured Refinancing Debt, Section 2.17(a)(viii), and the various component defined terms as used therein.
(d) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.17 shall supersede any provisions in Sections 2.12 Section 2.07, 13.06 or 10.1 13.10 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 2 contracts
Sources: Credit Agreement (Dynegy Inc.), Credit Agreement (Dynegy Inc.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
, (iiiii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date ofof Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, and will have a Weighted Average Life to Maturity maturity date that is not shorter than, prior to the maturity date of the Term Loans being Refinanced;
refinanced, and (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(viii) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so Refinancedrefinanced, as the case may be; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. The effectiveness Each Class of any Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment shall be subject may provide for the issuance of Letters of Credit for the account of the Borrowers, or the provision to the satisfaction Borrowers of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on the date thereof of each of the conditions set forth in Section 4.2 and, terms substantially equivalent to the extent reasonably requested by terms applicable to Letters of Credit and Swingline Loans under the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(db) Notwithstanding anything to the contrary in this Agreementcontrary, this Section 2.20 2.21 shall supersede any provisions in Sections 2.12 Section 2.18 or 10.1 Section 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Endeavor Group Holdings, Inc.), First Lien Credit Agreement (Endeavor Group Holdings, Inc.)
Refinancing Amendments. (a) At any time after Notwithstanding anything to the Closing Datecontrary in this Agreement, the Borrowers Borrower may obtain, from any Lender by written notice to the Administrative Agent establish one or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect more additional tranches of all or any portion of the Term Loans then outstanding term loans under this Agreement (which will be deemed to include any then outstanding Other such loans, “Refinancing Term Loans) ”), all proceeds of which are used to refinance in the form whole or in part any Class of Other Term Loans or Other Term Commitments pursuant to Section 2.07(b). Each such notice shall specify the date (each, a “Refinancing AmendmentEffective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided that such Permitted Credit Agreement Refinancing Debtprovided, that:
(i) will rank pari passu in right of payment before and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior after giving effect to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Borrowing of such Refinancing Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of Effective Date each of the conditions set forth in Section 4.2 and4.02 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the maturity date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, expenses, commissions, underwriting discounts and premiums and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms, optional prepayment or mandatory prepayment or redemption terms shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or no more restrictive to the Borrower and its Restricted Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date or are otherwise reasonably requested by acceptable to the Administrative Agent);
(vi) there shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors) in respect of such Refinancing Term Loans;
(vii) Refinancing Term Loans shall not be secured by any asset of the Borrower and its subsidiaries other than the Collateral; and
(viii) Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.07(b)) hereunder, receipt by as specified in the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1applicable Refinancing Amendment.
(b) The Borrower may approach any Lender or any other person that would be a permitted assignee pursuant to Section 9.05 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower.
(c) The Borrower and each Lender providing the applicable Refinancing Term Loans shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall promptly notify each reasonably specify to evidence such Refinancing Term Loans. For purposes of this Agreement and the other Loan Documents, if a Lender as is providing a Refinancing Term Loan, such Lender will be deemed to have a Term Loan having the terms of such Refinancing Term Loan. Notwithstanding anything to the effectiveness contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.18), (i) no Refinancing Term Loan is required to be in any minimum amount or any minimum increment, (ii) there shall be no condition to any incurrence of each any Refinancing Amendment. Term Loan at any time or from time to time other than those set forth in clause (a) above and (iii) all Refinancing Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that rank equally and ratably in right of security with the refinanced Term Loans and all Obligations in respect thereof.
(d) Each of the parties party hereto hereby agrees that, upon the effectiveness Refinancing Effective Date of any Refinancing AmendmentTerm Loans, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) evidenced thereby as provided for in Section 9.02. Any Refinancing Amendment may, without the consent of amendment to this Agreement or any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be Document that is necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
2.18 (dincluding, without limitation, to provide for the establishment of Refinancing Term Loans) Notwithstanding anything to the contrary and any such collateral and other documentation shall be deemed “Loan Documents” hereunder and may be memorialized in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and writing between the Administrative Agent may amend Section 2.12 and the Borrower and furnished to implement any Refinancing Amendmentthe other parties hereto.
Appears in 2 contracts
Sources: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)
Refinancing Amendments. (a) At any time after the Closing Eleventh Amendment Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) Agreement, in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, premiums and optional prepayment or redemption terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders lenders thereof;
, (iiiii) will have a maturity date that is not prior to the maturity date ofno earlier than, and will have a Weighted Average Life to Maturity that is not shorter equal to or greater than, the Term Loans being Refinanced;
refinanced, (iii)(A) constitutes Indebtedness of the Borrower that is not guaranteed by any Subsidiary that is not a Subsidiary Guarantor, (B) is not secured by any assets of the Borrower or any Subsidiary other than the Collateral (and, if secured, the security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such changes as are reasonably satisfactory to the Administrative Agent)) and (C) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to one or more intercreditor agreements reasonably satisfactory to the Administrative Agent, and (iv) subject to clause (ii) above, will have terms covenants and conditions events of default (which, for the avoidance of doubt, excludes pricing, premiums and optional prepayment or redemption terms) that are either substantially identical to, or, or (taken as a whole, less whole as determined by the Borrower in its reasonable judgment) are no more favorable to the Lenders lenders or Additional Lenders holders providing such Permitted Credit Agreement Refinancing Debt than, Indebtedness than those applicable to the Refinanced Debt; and
(v) Term Loans being refinanced are to the proceeds Lenders of such Permitted Term Loans; provided that the covenants and events of default applicable to such Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained; provided, further, that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material covenants and events of default of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such covenants and events of default satisfy the requirement of this clause (iv) shall be conclusive evidence that such covenants and events of 100 default satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)). Any Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 5.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates certificates, mortgage amendments and other documentation and instruments with respect to real property collateral and/or reaffirmation agreements substantially consistent with those delivered on the Closing Ninth Amendment Effective Date (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Any Credit Agreement Refinancing Indebtedness incurred under this Section 4.1.
2.14 shall be in an aggregate principal amount that is not less than $25,000,000 (b) or such lesser amount as the Administrative Agent may agree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments subject thereto as Other Refinancing Term Loans and/or Other Refinancing Term Loan Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.14.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 1 contract
Sources: Credit Agreement
Refinancing Amendments. (a) At any time after the Closing Restatement Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional LenderLender and such Lender and/or Additional Lender has the right, Permitted but not the obligation, to provide Credit Agreement Refinancing Debt Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include include, without limitation, any then outstanding Other Term Loans) or (b) subject to the last sentence of Section 2.14(a)(i), all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include, without limitation, any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will not rank pari passu higher in right of payment and or, if secured, of security with than the other Loans and Commitments hereunder;
, (ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date Maturity Date of Revolving Credit Loans (or unused Revolving Credit Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a Maturity Date that is not prior to the Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
refinanced and (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, or less favorable to the Lenders or Additional Lenders investors providing such Permitted Credit Agreement Refinancing Debt Indebtedness than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers applicable Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Restatement Effective Date (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 4.1.
2.15 shall be in an aggregate principal amount that is (bx) not less than $25,000,000 or €25,000,000, as applicable, in the case of Other Term Loans, or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 or €1,000,000, as applicable, in excess thereof. Any Refinancing Amendment may provide for the issuance of letters of credit for the account of the Borrower, or the provision to the Borrower of swing line loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments in effect immediately prior to the establishment of such Other Revolving Credit Commitments (it being understood that no Swing Line Lender or L/C Issuer shall have any obligation to act in such capacity thereunder). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything Section. In addition, if so provided in the relevant Refinancing Amendment, participations in Letters of Credit may, with the consent of the relevant L/C Issuer, be reallocated from any then existing Revolving Credit Facility to such Other Revolving Commitments in accordance with the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any terms of such Refinancing Amendment.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any other bank, other financial institution or investor (any such other bank, other financial institution or investor being called an “Additional Lender”), Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Refinancing Term Loans) , Incremental Term Loans or Extended Term Loans), in the form of Other Refinancing Term Loans or Other Refinancing Term Loan Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (iA) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
, (iiB) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
thereof (iiiprovided, that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (C) will have a maturity date that is not prior to later than the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
refinanced, (ivD) subject to clause (iiB) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, or less favorable to the Lenders lenders or Additional Lenders investors providing such Permitted Credit Agreement Refinancing Debt Indebtedness than, the Refinanced Debt; and
, (vE) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinancedrefinanced; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the then Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtainedobtained and (F) the applicable yield relating to any term loans incurred pursuant to such Refinancing Amendment (each facility thereunder, the “Refinanced Facility”), as applicable, shall not exceed the applicable yield with respect to the Term Loans by more than 0.50% per annum unless the yield applicable to the Term Loans is increased so that the yield applicable to the applicable Refinanced Facility does not exceed the yield applicable to the Term Loans by more than 0.50% per annum; provided that in determining the yield applicable to the Term Loans and the applicable Refinanced Facility, (i) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Term Loans or the applicable Refinanced Facility in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity or, if less, the remaining life to maturity of the applicable Refinanced Facility), (ii) customary arrangement or commitment fees payable to the Bookrunners (or their affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the applicable Refinanced Facility shall be excluded and (iii) if the Adjusted LIBO Rate in respect of such Refinanced Facility includes a floor in excess of 1.50%, such excess shall be equated to interest margin for purposes of determining any increase to the applicable yield under the Term Loans. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.01 (and for purposes thereof the incurrence of the Credit Agreement Refinancing Indebtedness shall be deemed to be a Borrowing Request) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements certificates, in each case consistent with those delivered on the Closing Date under Section 4.1.
4.01 (bother than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent), and customary reaffirmation agreements. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.20(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Term Loans and/or Other Refinancing Term Loan Commitments).
(cb) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section. Notwithstanding the foregoing, each of the Administrative Agent and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.202.20 and, if either the Administrative Agent or the Collateral Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders.
(dc) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 shall supersede any provisions in Sections 2.12 Section 2.09, Section 2.16 or 10.1 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of (x) all or any portion of the Term Loans then outstanding under this Agreement and/or (which will be deemed to include y) all or any portion of the Revolving Credit Loans then outstanding Other Term Loans) under this Agreement or any existing Class of Revolving Credit Commitments, in the form of Other Term Loans or Other Term Commitments and/or Other Revolving Credit Loans or Other Revolving Credit Commitments, respectively, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will may be (x) secured under the Security Documents and rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (y) secured on a junior basis with the other Loans and Commitment hereunder and subject to (in the case of security in a junior basis) entry into a Customary Intercreditor Agreement or (z) unsecured;
(ii) will have such pricing, premiums, premiums and optional prepayment and redemption terms and financial covenants as may be agreed by the Borrowers applicable Borrower and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, the parenthetical at the end of this clause (iii) and the proviso immediately following clause (v) below, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; andCredit Agreement Debt (other than immaterial terms and terms and conditions to the extent that such terms are more favorable to the Lenders or Additional Lenders providing such Credit Agreement Refinancing Debt than those applicable to the Refinanced Credit Agreement Debt that are added for the benefit of the Lenders pursuant to an amendment to this Agreement executed by the Company and the Administrative Agent);
(viv) (a) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinancedrefinanced plus accrued interest and premium, make-whole or penalty payments applicable thereto and any fees and expenses (including upfront fees and original issue discount) in connection with such Credit Agreement Refinancing Debt and (b) with respect to any Credit Agreement Refinancing Debt comprising Other Revolving Credit Commitments, the commitments of the Revolving Credit Facility being so refinanced shall be automatically and permanently terminated immediately upon effectiveness of such Other Revolving Credit Commitments; and
(v) to the extent that such Other Term Loans and Other Revolving Credit Commitments are secured by liens on the Collateral and rank pari passu in right of payment with the other Loans and Commitments hereunder, such Other Term Loans and Other Revolving Credit Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than pro rata basis) with the other Loans and Commitments hereunder; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders lenders or holders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The To the extent effected pursuant to a Refinancing Amendment, the effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 5.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.15.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent).
(b) Each Class of Credit Agreement Refinancing Debt incurred under this Section 2.30 shall be in an aggregate principal amount that is either (25) sufficient to refinance the entire outstanding amount of the applicable Class of Loans and/or Commitments being refinanced pursuant to this Section 2.30 or (26) not less than (x) $50,000,000 in the case of a refinancing of Term Loans and (y) $25,000,000 in the case of a refinancing of Revolving Credit Commitments or Other Revolving Credit Commitments. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Credit Commitments as of the Closing Date. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the maturity date applicable to the Revolving Credit Facility shall be reallocated from Lenders holding 2024 Extended Revolving Credit Commitments and 2024 Non-Extended Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(c) Notwithstanding anything to the contrary in this Section 2.30 or otherwise, (27) the borrowing and repayment (except for (a) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (b) repayments required upon the maturity date of the Other Revolving Credit Commitments and (c) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (iii) below)) of Loans with respect to Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, (28) in respect of Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders with Revolving Credit Commitments in accordance with their percentage of the Revolving Credit Commitments, (29) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (30) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans.
(d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Term Commitments, Other Revolving Credit Loans and/or Other Term Revolving Credit Commitments).
(ce) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement intercreditor agreement (or to effect a replacement of any intercreditor agreement or put in place a Customary Intercreditor Agreement, as applicable) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.202.30.
(df) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 2.30 shall supersede any provisions in Sections 2.12 2.18 or 10.1 10.01 to the contrary and the Borrowers Company and the Administrative Agent may amend Section 2.12 2.18 solely to implement the extent necessary to give effect to the permitted terms and conditions of any Refinancing Amendment.
Appears in 1 contract
Sources: Amendment No. 15 to Third Amended and Restated Credit Agreement (ENVIRI Corp)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
, (iiiii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date ofof Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, and will have a Weighted Average Life to Maturity maturity date that is not shorter than, prior to the maturity date of the Term Loans being Refinanced;
refinanced, and (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(viii) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments (and repayment of outstanding Revolving Loans) being so Refinancedrefinanced, as the case may be; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. The effectiveness Each Class of any Credit Agreement Refinancing Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x) not less than (i) $10,000,000 in the case of Other Term Loans denominated in dollars, (ii) €10,000,000 in the case of Other Term Loans denominated in euro or (iii) $10,000,000 in the case of Other Revolving Loans and (y) an integral multiple of (i) $1,000,000 in excess thereof in the case of Other Revolving Loans and Other Term Loans denominated in dollars or (ii) €1,000,000 in the case of Other Term Loans denominated in euro. Any Refinancing Amendment shall be subject may provide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the satisfaction Borrower of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on the date thereof of each of the conditions set forth in Section 4.2 and, terms substantially equivalent to the extent reasonably requested by terms applicable to Letters of Credit and Swingline Loans under the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent arranger providing such Credit Agreement Refinancing Indebtedness and the BorrowersBorrower, in consultation with the Administrative Agent, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. For the avoidance of doubt, the proceeds of any Credit Agreement Refinancing Indebtedness provided pursuant to this Section 2.202.21 by any Lender holding any of the applicable Refinanced Debt may be applied to such Lender’s applicable Refinanced Debt on a non-ratable basis.
(db) Notwithstanding anything to the contrary in this Agreementcontrary, this Section 2.20 2.21 shall supersede any provisions in Sections 2.12 Section 2.18 or 10.1 Section 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 1 contract
Sources: Third Amendment (Broadcom LTD)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) , New Term Loans or Extended Term Loans), in the form of Other Term Loans or Other Term Loan Commitments pursuant to a Refinancing Amendment; provided that (A) such Permitted Credit Agreement Refinancing Debt:
(i) Indebtedness will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
, (iiB) such Credit Agreement Refinancing Indebtedness will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
thereof (iiiprovided that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (C) such Credit Agreement Refinancing Indebtedness will have a maturity date that is not prior to later than the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
refinanced, (ivD) subject to clause (iiB) above, such Credit Agreement Refinancing Indebtedness will have terms and conditions that are either substantially identical to, or, taken as a whole, or less favorable to the Lenders lenders or Additional Lenders investors providing such Permitted Credit Agreement Refinancing Debt Indebtedness than, the Refinanced Debt; and
Debt and (vE) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinancedrefinanced; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the then Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtainedDate. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 5.2 (and for purposes thereof the incurrence of the Credit Agreement Refinancing Indebtedness shall be deemed to be a irrevocable notice pursuant to Section 2.2) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements certificates, in each case consistent with those delivered on the Closing Date under Section 4.1.
5.1 (bother than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent), and customary reaffirmation agreements. Each Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.29(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Loan Commitments).
(cb) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.202.29 and, if the Administrative Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding and conclusive on the Lenders.
(dc) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.29 shall supersede any provisions in Sections 2.12 Section 2.18 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), which may be in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
, (iiiii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date ofof the Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, and will have a Weighted Average Life to Maturity maturity date that is not shorter than, prior to the earlier of the maturity date of the Term Loans being Refinanced;
refinanced and the Latest Maturity Date at the time of such refinancing, (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(viii) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so Refinancedrefinanced, as the case may be and (iv) no Event of Default shall exist or result therefrom; provided, further, provided that the terms and conditions applicable requirements in this clause (iv) shall not apply to such Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all the Obligations. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.27 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless the Borrower and the Administrative Agent otherwise agree). Any Refinancing Amendment may provide for any additional the issuance of Letters of Credit for the account of the Borrower, or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject provision to the satisfaction Borrower of Swingline Loans, pursuant to any Other Revolving Commitments established thereby, in each case on the date thereof of each of the conditions set forth in Section 4.2 and, terms substantially equivalent to the extent reasonably requested by terms applicable to Letters of Credit and Swingline Loans under the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.202.27. In addition, if so provided in the relevant Refinancing Amendment and with the consent of the Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Commitment Termination Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(db) Notwithstanding anything to the contrary in this Agreementcontrary, this Section 2.20 2.27 shall supersede any provisions in Sections 2.12 Section 2.21 or 10.1 Section 11.2 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 1 contract
Sources: Credit Agreement (Biote Corp.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or or(a) any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; it being understood that Amendment No. 68 constitutes a “Refinancing Amendment” with respect to the establishment of the Replacement 2023 Term B Loan Commitments as “Other Commitments” and the Replacement 2023 Term B Loans as “Other Loans”; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will : shall not be permitted to rank pari passu senior in right of payment and of or security with to the other other(i) Loans and Commitments hereunder;
(ii) ; will have such pricing, premiums, optional prepayment terms and financial financial(ii) covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
(iii) ; will have a maturity date that is not prior to the maturity date of, and will have a a(iii) Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) ; subject to clause (ii) above, will have terms and conditions that are either either(iv) substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) and the proceeds of such Permitted Credit Agreement Refinancing Debt shall be be(v) applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 (unless waived by the Lenders providing such Permitted Credit Agreement Refinancing Debt) and, to the extent reasonably requested by the Administrative Agent, be subject to the receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.- 94-
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of (1) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (1) will be deemed to include any then outstanding Other Term Loans) or (2) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (2) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will shall not be permitted to rank pari passu senior in right of payment and of or security with to the other Loans and Commitments hereunderbeing refinanced (assuming that such Loans or Commitments would have remained outstanding);
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Commitments) being Refinanced and (y) other than Customary Bridge Financings, with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, than the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so RefinancedRefinanced (and repayment of Revolving Loans outstanding thereunder); provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtainedobtained or added to the Loan Documents for the benefit of the applicable Lenders pursuant to a Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 5.2 (unless waived by the Lenders providing such Permitted Credit Agreement Refinancing Debt) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.15.1 (other than changes to such legal opinions resulting from a change in law, change in facts or changes to counsel’s form of opinion). Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Initial Borrower or any Restricted Subsidiary, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments subject to the approval of the Issuing Lenders.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower Representative, to effect the provisions of this Section 2.20Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Termination Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding revolving commitments, be deemed to be participation interests in respect of such revolving commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 2.25 shall supersede any provisions in Sections 2.12 2.17 or 10.1 11.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 2.17 to implement any Refinancing Amendment.
Appears in 1 contract
Sources: Credit Agreement (Emerald Expositions Events, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower and the Administrative Agent (solely to the extent such consent would be required under Section 9.04(b)(i)) (any such existing Lender or other Person being called an “Additional Refinancing Lender”), Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.21 will be deemed to include any then outstanding Other Term Loans constituting Term Loans) ), in the form of (x) Other Term Loans or Loans, Other Term Commitments Commitments, or Refinancing Notes, in each case pursuant to a Refinancing Amendment; provided that (i) such Permitted Credit Agreement Refinancing Debt:
Indebtedness shall (iA) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder;
hereunder and (B) if secured, be secured by Liens on the Collateral ranking pari passu with, or junior to, the Liens securing the Secured Obligations and the holders of such Indebtedness shall have become party to a Customary Intercreditor Agreement with the Administrative Agent or shall be unsecured, (ii) will such Credit Agreement Refinancing Indebtedness shall have such pricing, premiumsinterest, fees, premiums and optional prepayment and redemption terms and financial covenants as may be agreed by the Borrowers Borrower and the Additional Refinancing Lenders thereof;
, (iii) will have a maturity date that is not prior to the maturity date ofextent secured, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
Indebtedness shall only be secured by assets consisting of (v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be appliedor, substantially concurrently with the incurrence thereof, to the prepayment grant of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Lien in connection with such Credit Agreement Refinancing Debt Indebtedness, also become) Collateral, (iv) any Credit Agreement Refinancing Indebtedness may provide for the ability to participate on a pro rata basis or less than pro rata basis in any additional or different financial or other covenants or other provisions that are agreed between mandatory prepayments with the Borrowers and Initial Term Loans, but shall not provide for the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect ability to participate on the date a greater than pro rata basis, (v) such Permitted Credit Agreement Refinancing Debt Indebtedness satisfies the requirements set forth in clauses (i) through (v) of the definition of “Credit Agreement Refinancing Indebtedness”, and (vi) if such Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedjunior in right of payment the Administrative Agent and/or the Administrative Agent acting on behalf of the holders of such Indebtedness shall have become party to a customary subordination agreement in form and substance reasonably satisfactory to the Administrative Agent. The effectiveness of any Refinancing Amendment shall be subject to such express conditions as are mutually agreed with the satisfaction on the date thereof participating Additional Refinancing Lenders. Each Class of each Credit Agreement Refinancing Indebtedness (other than in connection with an extension of the conditions maturity of Term Loans) incurred under this Section 2.21 shall be in an integral multiple of $500,000 and be in an aggregate principal amount that is not less than $1,000,000; provided that such amount may be less than $1,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Credit Agreement Refinancing Indebtedness set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) above. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary necessary, or reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, this 2.21. This Section 2.20 2.21 shall supersede any provisions in Sections 2.12 or 10.1 Section 2.18 and Section 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 1 contract
Refinancing Amendments. (a) At The New Term Loans and New Term Loan Commitments established pursuant to this Section 2.22 shall constitute Loans and CommitmentsAt any time after the Closing Dateand from time to time, the Borrowers Borrower may obtain, from any Lender or any Additional LenderLender (it being understood that no Lender shall be required to provide any Other Loan without its consent), Permitted Credit Agreement Refinancing Debt in respect of Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments made pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Other Loans (i) will shall rank pari passu equal in priority in right of payment and of security with the other Loans and Commitments hereunder;
Loans, (ii) will shall rank pari passu (without regard to the control of remedies) with any Obligations under this Agreement (iii)(A) shall have such pricinginterest rates (including through fixed interest rates), premiumsinterest margins, optional rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and financial covenants premiums as may be agreed by the Borrowers Borrower and the Lenders thereof and/or (B) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iv) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof;
, (iiiv) will have a final maturity date that is not prior to the maturity date ofno earlier than, and will have a Weighted Average Life to Maturity that is not no shorter than, the Term Loans being Refinanced;
refinanced and (ivvi) subject to clause will have such other terms and conditions (other than as provided in foregoing clauses (ii) abovethrough (v)) that if otherwise not consistent with the terms of such Class of Loans being refinanced, will have terms and conditions that are either substantially identical tonot be materially more restrictive to the Borrower (as determined by the Borrower in good faith), or, when taken as a whole, less favorable than the terms of such Class of Loans being refinanced, except to the Lenders extent necessary to provide for (x) covenants and other terms applicable to any period after the Maturity Date of the Loans in effect immediately prior to such refinancing or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(vy) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, subject to the prepayment immediately succeeding proviso, a Previously Absent Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of outstanding Term the Other Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date contain a Previously Absent Covenant that is in effect on prior to the date applicable latest Maturity Date, such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment Previously Absent Covenant shall be subject to included for the satisfaction on the date thereof benefit of each of Class. Any Other Loans shall constitute Loans under, and shall be entitled to all the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendmentbenefits afforded by, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents Documents, and shall, without limiting the foregoing, benefit equally and ratably with the Obligations from the Subsidiary Guarantors and security interests created by the Security Documents. Each Series of New Term Loans or New Term Loans incurred as may an increase to the Restatement Effective Date Term Loans shall be necessary or appropriate, entitled to share in mandatory prepayments on a ratable basis with the reasonable opinion Restatement Effective Date Term Loans and the other Series of New Term Loans (unless the holders of the Administrative Agent and the Borrowers, New Term Loans of any Series agree to effect the provisions take a lesser share of this Section 2.20certain prepayments).Any Other Loans may participate on a pro rata basis or less than a pro rata basis in any mandatory prepayments of Loans hereunder.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 1 contract
Sources: Amended and Restated Senior Secured Term Loan Facility Agreement (Ocwen Financial Corp)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of (a) all or any portion of the Term Loans then then-outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then-outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
, (iiiii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date ofof Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, and will have a Weighted Average Life to Maturity maturity date that is not shorter than, prior to the maturity date of the Term Loans being Refinanced;
refinanced, and (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(viii) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so Refinancedrefinanced, as the case may be; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Final Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. The effectiveness Each Class of any Credit Agreement Refinancing Indebtedness incurred under this Section 2.23 shall be in an aggregate principal amount that is (x) not less than $5,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment shall be subject may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the satisfaction on terms applicable to Letters of Credit under the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolving Maturity Date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(db) Notwithstanding anything to the contrary in this Agreementcontrary, this Section 2.20 2.23 shall supersede any provisions in Sections 2.12 Section 2.18 or 10.1 Section 9.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 1 contract
Sources: Credit Agreement (Advisory Board Co)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or or
10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 1 contract
Sources: Credit Agreement
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Lead Borrower may obtain, from any Lender or any Additional Lenderadditional Eligible Assignee, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Initial Term Loans, Incremental Term Loans or New Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) Loans or Other Term Loan Commitments), in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing AmendmentLoan Commitments; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) incurred by the Lead Borrower will rank pari passu in right of payment and of security with the other Term Loans and Commitments hereunder;
, (ii) will have such pricing, fees, premiums, interest or optional prepayment or redemption terms and financial covenants as may be agreed by the Borrowers applicable Borrower and the Lenders thereof;
, (iii) will have a maturity date that is not prior to any Credit Agreement Refinancing Indebtedness in the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the form of Other Term Loans being Refinanced;
or Other Term Loan Commitments shall share ratably in any prepayments of Initial Term Loans, Incremental Term Loans or New Term Loans, as the case may be (unless the Other Term Loans agree to participate on a less than pro rata basis in any voluntary or mandatory prepayments or repayments) and (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, or (taken as a whole, ) less favorable to the Lenders or Additional Lenders investors providing such Permitted Credit Agreement Refinancing Debt Indebtedness than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers applicable Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.26 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (including amendments to the Mortgages) in order to ensure that the Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Loan Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersLead Borrower, to effect the provisions of this Section 2.202.26.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of (a) all or any portion of the Term Loans (which for purposes of this sentence will be deemed to include any Incremental Term Loans or Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this sentence will be deemed to include any then outstanding Incremental Revolving Loans, Incremental Revolving Commitments, Other Term Loans) Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank may be secured by Liens on the Collateral on a pari passu in right of payment and of security or junior basis with respect to the Liens on the Collateral securing the other Loans and Commitments hereunder;
hereunder (provided that to the extent such Term Loans are secured by junior liens the applicable parties shall have entered into a customary intercreditor agreement reasonably satisfactory to the Administrative Agent and the Borrower), (ii) will have such pricingpricing (including, for the avoidance of doubt, any “most favored nation” pricing provision), interest rate margins (including whether such interest is payable in cash or in kind), rate floors, discounts, fees, premiums, prepayment premiums and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Lenders thereof;
thereof (provided, that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (iii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
refinanced, (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of the Revolving Commitments or the Other Revolving Commitments being so Refinancedrefinanced and (v) subject to clause (ii) above, will have terms and conditions that are substantially identical to, or no more favorable (taken as a whole) to the lenders or investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt or such terms shall be current market terms (as reasonably determined by the Borrower) for such type of Indebtedness; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. .
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
4.01 (bother than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.20 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans or Other Revolving Loans and (y) an integral multiple of $10,000,000 in excess thereof in each case. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby, on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Revolving Loans, Other Term Loans Loans, Other Revolving Commitments and/or Other Term Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), all proceeds of which are used to refinance in whole or in part any Class of Term Loans pursuant to Section 2.20 2.08(c). Each such notice shall supersede specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided, that:
(i) before and after giving effect to the Borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.02 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the maturity date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any provisions other pricing terms (optional prepayment or mandatory prepayment or redemption terms shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the Borrower in Sections 2.12 good faith) be substantially similar to, or 10.1 no more restrictive to the Borrower and its Restricted Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date or are otherwise reasonably acceptable to the Administrative Agent);
(vi) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Refinancing Term Loans;
(vii) Refinancing Term Loans shall not be secured by any asset of the Borrower and its subsidiaries other than the Collateral; and
(viii) Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.08(c)) hereunder, as specified in the applicable Refinancing Amendment.
(b) The Borrower may approach any Lender or any other person that would be a permitted assignee pursuant to Section 9.05 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower.
(c) Notwithstanding anything to the contrary and in this Agreement, the Borrowers and Borrower may by written notice to the Administrative Agent may amend Section 2.12 establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Facility Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Facility Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to implement any Refinancing Amendment.the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided, that:
Appears in 1 contract
Sources: Credit Agreement (Match Group, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers each Co-Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term Loans made to such Co-Borrower then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) ), in the form of Other Term Loans or Other Loan Term Commitments Loan Commitments, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
, (ii) will have such pricing, premiums, pricing and optional prepayment terms and financial covenants as may be agreed by the Borrowers Designated Company and the Lenders thereof;
, (iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, than the Term Loans being Refinanced;
refinanced, (iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, or less favorable to the Lenders or Additional Lenders investors providing such Permitted Credit Agreement Refinancing Debt Indebtedness than, the Refinanced Debt; and
Debt and (v) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinancedrefinanced; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Designated Company and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
4.02. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24 shall be in an aggregate principal amount that is (bx) not less than $50,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Loan Commitments).
(c) . Any Refinancing 1234400.03-CHISR02A - MSW Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersDesignated Company, to effect the provisions of this Section 2.20Section.
(db) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.24 shall supersede any provisions in Sections 2.12 Section 2.14 or 10.1 Section 11.02 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 1 contract
Sources: Refinancing Amendment to Credit Agreement (Novelis Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.20 2.23), the Borrower may by written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), all Net Proceeds of which are used to Refinance in whole or in part any Class of Term Loans pursuant to Section 2.11(b)(2). Each such notice shall supersede specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided, that:
(i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.03 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Sections 2.12 Section 2.21(b)(v)) and optional prepayment or 10.1 mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or no more restrictive to the Borrower and its Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date or are otherwise reasonably acceptable to the Administrative Agent);
(vi) with respect to Refinancing Term Loans secured by Liens on the Collateral that rank junior in right of security to the Term B-1 Loans and/or Term B-2 Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement;
(vii) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Refinancing Term Loans;
(viii) Refinancing Term Loans shall not be secured by any asset of the Borrower and its subsidiaries other than the Collateral; and
(ix) Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.11(b)(2)) hereunder, as specified in the applicable Refinancing Amendment.
(b) The Borrower may approach any Lender or any other person that would be a permitted Assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower.
(c) Notwithstanding anything to the contrary and in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.23), the Borrowers and Borrower may by written notice to the Administrative Agent establish one or more additional Facilities (“Replacement Revolving Facilities”) providing for revolving commitments (“Replacement Revolving Facility Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Facility Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Facility Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided, that: (i) before and after giving effect to the establishment of such Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 4.03 shall be satisfied; (ii) after giving effect to the establishment of any Replacement Revolving Facility Commitments and any concurrent reduction in the aggregate amount of any other Revolving Facility Commitments, the aggregate amount of Revolving Facility Commitments shall not exceed the aggregate amount of the Revolving Facility Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; (iii) no Replacement Revolving Facility Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Facility Maturity Date for the Revolving Facility Commitments being replaced; (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Facility Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Facility Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Facility Commitments) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or no more restrictive to the Borrower and its Subsidiaries than, those, taken as a whole, applicable to the Revolving Facility Commitments so replaced (except to the extent such covenants and other terms apply solely to any period after the latest Revolving Facility Maturity Date in effect at the time of incurrence or are otherwise reasonably acceptable to the Administrative Agent); (v) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility; and (vi) Replacement Revolving Facility Commitments and extensions of credit thereunder shall not be secured by any asset of the Borrower and its subsidiaries other than the Collateral, and (vii) if such Replacement Revolving Facility is secured by Liens on the Collateral that rank junior in right of security to the InitialTranche A Revolving Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement. In addition, the Borrower may amend establish Replacement Revolving Facility Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with the proceeds of Replacement Revolving Loans or otherwise), so long as the aggregate amount of such Replacement Revolving Facility Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith (it being understood that such Replacement Revolving Facility Commitment may be provided by the Lenders holding the Term Loans being repaid and/or by any other person that would be a permitted Assignee hereunder) so long as (i) before and after giving effect to the establishment such Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 2.12 4.03 shall be satisfied to implement the extent required by the relevant agreement governing such Replacement Revolving Facility Commitments, (ii) the remaining life to termination of such Replacement Revolving Facility Commitments shall be no shorter than the Weighted Average Life to Maturity then applicable to the refinanced Term Loans, (iii) the final termination date of the Replacement Revolving Facility Commitments shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans, (iv) with respect to Replacement Revolving Loans secured by Liens on Collateral that rank junior in right of security to the InitialTranche A Revolving Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement, (v) there shall be no borrower (other than the Borrower) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility; and (vi) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Facility Commitments and (y) the amount of any Refinancing Amendmentletter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Facility Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Facility Commitments) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or no more restrictive to the Borrower and its Subsidiaries than, those, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date or are otherwise reasonably acceptable to the Administrative Agent). Solely to the extent that an Issuing Bank or Swingline Lender is not a replacement issuing bank or replacement swingline lender, as the case may be, under a Replacement Revolving Facility, it is understood and agreed that such Issuing Bank or Swingline Lender shall not be required to issue any letters of credit or swingline loan under such Replacement Revolving Facility and, to the extent it is necessary for such Issuing Bank or Swingline Lender to withdraw as an Issuing Bank or Swingline Lender, as the case may be, at the time of the establishment of such Replacement Revolving Facility, such withdrawal shall be on terms and conditions reasonably satisfactory to such Issuing Bank or Swingline Lender, as the case may be, in its sole discretion. The Borrower agrees to reimburse each Issuing Bank or Swingline Lender, as the case may be, in full upon demand, for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal.
Appears in 1 contract
Sources: Credit Agreement (Dollar Tree Inc)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to this Section 2.20 2.23), the Borrower Representative may by written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), all Net Proceeds of which are used to Refinance in whole or in part any Class of Term Loans pursuant to Section 2.11(b)(i)(2). Each such notice shall supersede specify the date (each, a “Refinancing Effective Date”) on which the Borrower Representative proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided, that:
(i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.02 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) the covenants and events of default applicable to such Refinancing Term Loans taken as a whole shall (as determined by Parent in good faith) be not materially more restrictive to Parent and its Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any provisions period after the Latest Maturity Date or are applied for the benefit of the Term Loans then outstanding);
(vi) [reserved];
(vii) there shall be no borrower (other than the Borrowers) and no guarantors (other than the Loan Parties) in Sections 2.12 respect of such Refinancing Term Loans;
(viii) Refinancing Term Loans shall not be secured by any asset of Parent or 10.1 any of its subsidiaries other than the Collateral; and
(ix) Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.11(b)(i)(2)) hereunder, as specified in the applicable Refinancing Amendment.
(b) Any Borrower may approach any Lender or any other person that would be a permitted Assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to a Borrower.
(c) [Reserved].
(d) [Reserved].
(e) Any Borrower and each Lender providing the applicable Refinancing Term Loans shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Term Loans. For purposes of this Agreement and the other Loan Documents, if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have an Other Term Loan having the terms of such Refinancing Term Loan. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.23), (i) the aggregate amount of Refinancing Term Loans will not be included in the calculation of clause (a) of the definition of “Incremental Amount”, (ii) no Refinancing Term Loan is required to be in any minimum amount or any minimum increment, (iii) there shall be no condition to any incurrence of any Refinancing Term Loan at any time or from time to time other than those set forth in clause (a) above and (iv) all Refinancing Term Loans and all obligations in respect thereof shall be Loan Obligations under this Agreement and the Borrowers other Loan Documents that rank equally and ratably in right of security with the Administrative Agent may amend Section 2.12 to implement any Refinancing AmendmentInitial Term Loans and other Loan Obligations.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower and the Administrative Agent (any such existing Lender or other Person being called an “Additional Refinancing Lender, Permitted ”) Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) ), in the form of Other Term Loans or Other Term Commitments Commitments, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Debt (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder;
, (ii) will have such pricing, premiumsinterest, fees, premiums and optional prepayment terms and financial covenants as may be agreed by the Borrowers Borrower and the Additional Refinancing Lenders thereof;
, (iii) will have a maturity date not be secured by any assets that is do not prior to the maturity date of, constitute Collateral and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to except as permitted in clause (ii) above), will have terms and conditions that are either substantially identical to, or, otherwise be treated hereunder no more materially favorably taken as a whole, less favorable including with respect to covenants and events of default, in the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, good faith determination of the Borrower than the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, providedfurther that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between by the Borrowers Borrower and the applicable Additional Refinancing Lenders thereof and to the extent applicable only during periods after the Latest Maturity Date that is in effect as determined on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. .
(b) The effectiveness of any Refinancing Amendment shall be subject to (i) the satisfaction on the date thereof of each of the conditions following conditions: (1) that the representations and warranties of the Borrower set forth in Section 4.2 this Agreement shall be true and correct in all material respects with the same effect as though made on and as of such date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects), and (2) at the time of and immediately after giving effect to such Refinancing Amendment, no Default shall have occurred and be continuing, and, (ii) to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of (1) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (2) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Loan Documents.
(bc) The Administrative Agent Each issuance of Credit Agreement Refinancing Debt under Section 2.24(a) shall promptly notify each Lender as to the effectiveness be in an aggregate principal amount that is (x) not less than $25,000,000 and (y) an integral multiple of each Refinancing Amendment. $1,000,000 in excess thereof.
(d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(cii) Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 to the contrary and the Borrowers and 2.24. The Required Lenders hereby expressly authorize the Administrative Agent may amend Section 2.12 to implement enter into any such Refinancing Amendment.
Appears in 1 contract
Sources: Loan Agreement (Akorn Inc)
Refinancing Amendments. (a) At any time after the Closing ClosingAmendment No. 1 Effective Date, the Borrowers Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt Indebtedness in respect of all or any portion of the Term B Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) ), in the form of Other Term Loans or Other Term Commitments Commitments, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing DebtIndebtedness:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;,
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers BorrowersBorrower and the Lenders thereof;,
(iii) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, than the Term B Loans being Refinanced;refinanced,
(iv) subject to clause (ii) above, will have terms and conditions that are either (x) substantially identical to, or, (y) taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt Indebtedness than, the Refinanced Debt; , and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term B Loans being so Refinancedrefinanced; provided, further, provided further that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers BorrowersBorrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement ▇▇▇▇ ▇▇▇▇ Intercreditor Agreement, any Intercreditor Agreement (or to effect a replacement of any Junior Lien Intercreditor Agreement) , and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrowersBorrower, to effect the provisions of this Section 2.20Section.
(d) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.19 shall supersede any provisions in Sections 2.12 Section 2.11 or Section 10.1 to the contrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendmentcontrary.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement (which will be deemed made pursuant to include any then outstanding Other Term Loan Commitments, in the case of Other Term Loans) , and pursuant to Other Revolving Credit Commitments, in the form case of Other Term Loans or Other Term Commitments Revolving Credit Loans, in each case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
Other Loans (i) will shall rank pari passu equal in priority in right of payment and of security with the other Loans and Commitments hereunder;
, (iiii)(A) will have such pricinginterest rates (including through fixed interest rates), premiumsinterest margins, optional rate floors, upfront fees, funding discounts, OIDs and prepayment terms and financial covenants premiums as may be agreed by the Borrowers Borrower Representative and the Lenders thereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower Representative and the Lenders thereof;
, (iiiiv) will have a final maturity date that is not prior to the maturity date ofno earlier than, and will have a Weighted Average Life to Maturity that is not shorter equal to or greater than, the Term Loans being Refinanced;
refinanced (ivexcept by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) subject to clause and (v) will have such other terms and conditions (other than as provided in foregoing clauses (ii) above, will have terms and conditions through (iv)) that are either substantially identical in all material respects to, or, or (taken as a whole, less ) are no more favorable to the Lenders lenders or Additional Lenders holders providing such Permitted Other Commitments and Other Loans than those applicable to the Loans being refinanced (provided that such terms shall not be deemed to be “more favorable” solely as a result of the inclusion in the documentation governing such Other Commitments and Other Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, however, that if (x) the documentation governing any Other Loans that includes a Previously Absent Financial Maintenance Covenant contains any Other Revolving Credit Agreement Refinancing Debt thanCommitment in respect of a Revolving Credit Facility (whether or not the documentation therefor includes any other facilities) and (y) such Previously Absent Financial Maintenance Covenant is a “springing” financial maintenance covenant solely for the benefit of such Revolving Credit Facility thereunder, the Refinanced Debt; and
(v) Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the proceeds benefit of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding any Term Loans being so RefinancedFacility hereunder); provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt Other Commitments and Other Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers Borrower Representative and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of the Class of Loans being refinanced that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, Other Commitments and Other Loans are incurred or obtained. The effectiveness of Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.05(b)(i), (ii) or (iii), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment shall be subject to Amendment, the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 andBorrowers shall, to the extent if reasonably requested by the Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Loans are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1applicable Loan Documents.
(b) Each Class of Other Commitments and Other Loans incurred under this Section 2.135 shall be in an aggregate principal amount that is not less than $20,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments as Loans and Commitments).
(c) . Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowersBorrower Representative, to effect the provisions of this Section 2.202.15.
(dc) Notwithstanding anything to the contrary in this Agreement, this This Section 2.20 2.15 shall supersede any provisions in Sections 2.12 Section 2.12, Section 2.13 or 10.1 Section 10.01 to the contrary and contrary. For the Borrowers and avoidance of doubt, any of the Administrative Agent provisions of this Section 2.15 may amend be amended with the consent of the Required Lenders. For the avoidance of doubt, no Refinancing Amendment shall effect any amendments that would require the consent of each affected Lender or all Lenders pursuant to the proviso in the first paragraph of Section 2.12 10.01, unless each such Lender has, or all such Lenders have, as the case may be, given its or their consent to implement such amendment. No Lender shall be under any obligation to provide any Other Commitment unless such Lender executes a Refinancing Amendment.
Appears in 1 contract
Sources: Syndicated Facility Agreement (DTZ Jersey Holdings LTD)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Debt in respect of all or any portion of the Term Loans then outstanding under this Agreement (which will be deemed to include any then outstanding Other Term Loans) in the form of Other Term Loans or Other Term Commitments pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Debt:
(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;
(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrowers and the Lenders thereof;
(iii) will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments).
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.20.
(d) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(d) (which provisions shall not be applicable to this Section 2.20 shall supersede any provisions in Sections 2.12 or 10.1 2.22), the Borrower may by revocable written notice to the contrary and the Borrowers and the Administrative Agent may amend establish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), all the proceeds of which are used to Refinance in whole or in part any Class of Term Loans pursuant to Section 2.12 2.11(b). Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than ten (10) Business Days after the date on which such notice is delivered to implement the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its sole discretion); provided that:
(i) immediately before giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date, each of the conditions set forth in Section 4.02 shall be satisfied;
(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the maturity date of the refinanced Term Loans;
(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;
(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, prepayment premiums or penalties, costs and expenses (including original issue discount) and accrued interest associated therewith;
(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, prepayment penalties and premiums, interest rates and any other pricing terms and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as reasonably determined by the Administrative Agent) be substantially similar to, or no more restrictive to the Borrower and its Restricted Subsidiaries than, the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the latest maturity date applicable to any Loans or Commitments hereunder or are otherwise reasonably acceptable to the Administrative Agent);
(vi) the Borrower shall be in compliance immediately prior to and immediately after giving effect (including giving effect on a pro forma basis) to such refinancing with the financial covenants set forth in Section 6.10 (without giving effect to any Acquisition Holiday) as of the last day of the fiscal quarter most recently ended for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04), as applicable;
(vii) there shall be no borrower (other than the Borrower) and no guarantors (other than the Loan Parties) in respect of such Refinancing Term Loans, as determined on the Refinancing Effective Date;
(viii) any Unrestricted Subsidiary shall be an “unrestricted subsidiary” under the terms of any Refinancing Amendment.Term Loans, as determined on the Refinancing Effective Date;
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