Refinancing Debt. (a) Any Borrower, as applicable, may, from time to time, refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, in each case in whole or part, with one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “Refinancing Debt”); provided that: (i) any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions (other than related to customary asset sale, recovery event and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, the applicable Term Loans being refinanced; (ii) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced; (iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties; (iv) the other terms and conditions, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments being refinanced or replaced, as determined by Holdings in good faith and except for covenants or other provisions applicable only to periods after the Latest Maturity Date; (v) with respect to (1) Refinancing Notes or (2) any Refinancing Facilities secured by Liens on the Collateral that are junior in right of security to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Holdings; (vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Event; and (vii) the aggregate principal amount of any Refinancing Facility or Refinancing Notes shall not be greater than the aggregate principal amount (or committed amount) of the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereof. (b) Notwithstanding the foregoing, no Refinancing Facility shall become effective under this Section 2.18 (i) unless on the date of such effectiveness, the conditions set forth in Section 5.05(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the applicable Borrower and (ii) the Administrative Agent shall have received, to the extent reasonably requested by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation consistent with those delivered on the Restatement Date under Section 6 of the Restatement Agreement. (c) 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 Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person other than the applicable Borrower and the institutions providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing Debt, in each case on terms consistent with and/or to effect the provisions of this Section 2.18.
Appears in 1 contract
Sources: Restatement Agreement (Rayonier Advanced Materials Inc.)
Refinancing Debt. Borrowed Money that is the result of an extension, renewal, refinancing, replacement, refunding, exchange or conversion of Debt incurred as permitted under Section 10.2.1(b), (d), (f), (h), (q) or (s). Reimbursement Date: as defined in Section 2.2.2(a). Rent and Charges Reserve: a reserve established in Agent’s Permitted Discretion equal to the aggregate of (a) Any Borrowerall past due rent and other amounts owing by an Obligor to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien on any Collateral; and (b) a reserve at least equal to three months’ rent and other charges that could be payable to any such Person (or such other amount as applicabledetermined by Agent in its Permitted Discretion), mayunless it has executed a Lien Waiver. Report: as defined in Section 12.2.3. Reportable Event: any of the events set forth in Section 4043(c) of ERISA, from time to time, refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitmentsother than events for which the 30 day notice period has been waived. Required Lenders: subject, in each case in whole to Section 4.2, (a) if there are two or partless Lenders, with one all Lenders, and (b) if there are two or more new term loan facilities (eachLenders, a “Refinancing Term Facility”at least two Lenders, and the term loans thereunder, the “Refinancing Term Loans”) or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and which together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “Refinancing Debt”); provided that:
have (i) any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions (other than related to customary asset sale, recovery event and change Revolver Commitments in excess of control offers) that could result in pre-payments of such Refinancing Notes prior to, the applicable Term Loans being refinanced;
(ii) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date 50% of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other terms and conditionsaggregate Revolver Commitments, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments being refinanced or replaced, as determined by Holdings in good faith and except for covenants or other provisions applicable only to periods after the Latest Maturity Date;
(v) with respect to (1) Refinancing Notes or (2) any Refinancing Facilities secured by Liens on the Collateral that are junior in right of security to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Holdings;
(vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Event; and
(vii) the aggregate principal amount of any Refinancing Facility or Refinancing Notes shall not be greater than the aggregate principal amount (or committed amount) of the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereof.
(b) Notwithstanding the foregoing, no Refinancing Facility shall become effective under this Section 2.18 (i) unless on the date of such effectiveness, the conditions set forth in Section 5.05(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the applicable Borrower and (ii) if the Administrative Agent shall Revolver Commitments have receivedterminated, to the extent reasonably requested by the Administrative AgentLoans in excess of 50% of all outstanding Loans; provided, customary legal opinionshowever, board resolutions and other customary closing certificates and documentation consistent with those delivered on the Restatement Date under Section 6 of the Restatement Agreement.
(c) 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 Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person other than the applicable Borrower and the institutions providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing Debt, in each case on terms consistent with and/or the Commitments and Loans of any Defaulting Lender shall be excluded from such calculation. For purposes of determining the number of Lenders under this definition, a Lender and any other Lenders that are Affiliates or Approved Funds of such Lender shall be counted as a single Lender. Required Reserve Notice: (a) so long as no Event of Default has occurred and is continuing, at least three days’ advance notice to effect Borrower Agent, (b) if an Event of Default has occurred and is continuing, one days’ advance notice to Borrower Agent; and (c) if determined to be appropriate by the provisions Agent in its Permitted Discretion to protect the interests of this Section 2.18.the Lenders, no advance notice to Borrower Agent. Reserve Percentage: the reserve percentage (expressed as a decimal, rounded if necessary, to the nearest 1/100th of 1%) applicable to member banks under regulations issued by
Appears in 1 contract
Refinancing Debt. (a) Any BorrowerThe Borrower may, as applicable, maysubject to consent from the Administrative Agent (which consent shall not be unreasonably withheld or delayed), from time to time, refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, in each case in whole or part, with add one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured or unsecured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “Refinancing Debt”)) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that:
that such Refinancing Debt: (iA) any Refinancing Term Facility will rank pari passu or Refinancing Notes do not mature prior to junior in right of payment and in respect of lien priority with the maturity date ofother Loans hereunder; (B) will have such pricing, or prepayment and optional redemption terms as may be agreed by the Borrower and the applicable Lenders thereof; (C) will have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions other terms and conditions (other than related to customary asset salepricing, recovery event prepayment and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, optional redemption terms and terms and conditions applicable only after the latest then applicable Term Loans being refinanced;
(iiFacility Maturity Date) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior substantially identical to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other terms and conditionsor, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, Lenders providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, Debt than those applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments Loans being refinanced or replaced, as determined by Holdings (provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and except conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period); (D) will have a maturity date that is not prior to the Term Facility Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced; (E) any mandatory prepayment of any Refinancing Debt that comprises junior lien (to the Term Loans) or unsecured notes or loans may not be made; (F) any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (with the Term Loans) may only be made pro-rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion of, or a lower priority with respect to, such mandatory prepayment); and (G) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans pursuant to Section 2.08(b) on a dollar-for-dollar basis; and provided, further, that the terms and conditions applicable to such Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Refinancing Lenders thereof and applicable only to during periods after (1) the Latest Maturity Date;
(v) with Date in respect to (1) of the Facilities that is in effect on the date such Refinancing Notes Debt is issued, incurred or obtained or (2) all Facilities other than such Refinancing Debt shall have been paid in full.
(b) The Borrower shall make any request for Refinancing Facilities secured by Liens on the Collateral that are junior in right of security Debt pursuant to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable a written notice to the Administrative Agent and Holdings;
specifying in reasonable detail the proposed terms thereof. Subject to the approval of the Administrative Agent (vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Event; and
(vii) the aggregate principal amount of any Refinancing Facility or Refinancing Notes which approval shall not be greater than unreasonably withheld or delayed), the aggregate principal amount Borrower may invite Lenders and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (or committed amountlenders providing Refinancing Debt, “Refinancing Lenders”) of pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereofAdministrative Agent.
(bc) Notwithstanding the foregoing, no Refinancing Facility Amendment shall become effective (the “Refinancing Effective Date”) under this Section 2.18 2.14 unless (i) unless on the date of such effectiveness, the conditions set forth in Section 5.05(b5.01(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible an Authorized Officer of the applicable Borrower and Borrower, (ii) the Administrative Agent shall have received, to the extent reasonably requested required by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicable) and consistent with those delivered on the Restatement Closing Date under Section 6 5.02 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom and (iv) there shall have been paid to the Administrative Agent, for the account of the Restatement AgreementAdministrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Effective Date.
(cd) Each class of Refinancing Debt incurred under this Section 2.14 shall be in an aggregate principal amount that is (i) (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof or (ii) equal to the entire remaining principal amount of the Term Loans then outstanding.
(e) 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 Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including including, without limitation, for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person Person other than the applicable Borrower Borrower, the Administrative Agent and the institutions Lenders providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing DebtBorrower, in each case on terms consistent with and/or to effect the provisions of this Section. This Section 2.182.14 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Altisource Portfolio Solutions S.A.)
Refinancing Debt. (a) Any BorrowerThe Borrower may, as applicable, maysubject to consent from the Administrative Agent (which consent shall not be unreasonably withheld or delayed), from time to time, refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, in each case in whole or part, with add one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured or unsecured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “Refinancing Debt”)) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that:
that such Refinancing Debt: (iA) any Refinancing will rank pari passu or junior in right of payment and in respect of lien priority with the Term Facility or Refinancing Notes do not mature prior B Loans hereunder; (B) will have such pricing, prepayment and optional redemption terms (subject to clause (E)) as may be agreed by the maturity date of, or Borrower and the applicable Lenders thereof; (C) will have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions other terms and conditions (other than related to customary asset salepricing, recovery event prepayment and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, optional redemption terms and terms and conditions applicable only after the latest then applicable Term Loans being refinanced;
(iiFacility Maturity Date) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior substantially identical to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other terms and conditionsor, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, Lenders providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, Debt than those applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments Loans being refinanced or replaced, as determined by Holdings in good faith and except for covenants or other provisions applicable only to periods after (provided that a certificate of an Authorized Officer of the Latest Maturity Date;
(v) with respect to (1) Refinancing Notes or (2) any Refinancing Facilities secured by Liens on the Collateral that are junior in right of security to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and Holdings;conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower 55 #96555161v28
(vib) The Borrower shall make any request for Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar Debt pursuant to a Collateral Reinstatement Event; and
written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Subject to the approval of the Administrative Agent (vii) the aggregate principal amount of any Refinancing Facility or Refinancing Notes which approval shall not be greater than unreasonably withheld or delayed), the aggregate principal amount Borrower may invite ▇▇▇▇▇▇▇ and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (or committed amountlenders providing Refinancing Debt, “Refinancing Lenders”) of pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereofAdministrative Agent.
(bc) Notwithstanding the foregoing, no Refinancing Facility Amendment shall become effective (the “Refinancing Effective Date”) under this Section 2.18 2.14 unless (i) unless on the date of such effectiveness, the conditions set forth in Section 5.05(b5.01(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible an Authorized Officer of the applicable Borrower and Borrower, (ii) the Administrative Agent shall have received, to the extent reasonably requested required by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicable) and consistent with those delivered on the Restatement Effective Date under Section 6 5.03 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom and (iv) there shall have been paid to the Administrative Agent, for the account of the Restatement AgreementAdministrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Effective Date.
(cd) Each class of Refinancing Debt incurred under this Section 2.14 shall be in an aggregate principal amount that is (i) (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof or (ii) equal to the entire remaining principal amount of the Term Loans then outstanding.
(e) 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 Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person other than the applicable Borrower and the institutions providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing Debt, in each case on terms consistent with and/or to effect the provisions of this Section 2.18.56 #96555161v28
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Altisource Portfolio Solutions S.A.)
Refinancing Debt. The Borrower may, subject to consent from the Administrative Agent (which (a) Any Borrower, as applicable, mayconsent shall not be unreasonably withheld or delayed), from time to time, refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, in each case in whole or part, with add one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured or unsecured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “Refinancing Debt”)) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that:
that such Refinancing Debt: (iA) any Refinancing Term Facility will rank pari passu or Refinancing Notes do not mature prior to junior in right of payment and in respect of lien priority with the maturity date ofother Loans hereunder; (B) will have such pricing, or prepayment and optional redemption terms as may be agreed by the Borrower and the applicable Lenders thereof; (C) will have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions other terms and conditions (other than related to customary asset salepricing, recovery event prepayment and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, optional redemption terms and terms and conditions applicable only after the latest then applicable Term Loans being refinanced;
(iiFacility Maturity Date) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior substantially identical to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other terms and conditionsor, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, Lenders providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, Debt than those applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments Loans being refinanced or replaced, as determined by Holdings (provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and except conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period); (D) will have a maturity date that is not prior to the Term Facility Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced; (E) any mandatory prepayment of any Refinancing Debt that comprises junior lien (to the Term Loans) or unsecured notes or loans may not be made; (F) any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (with the Term Loans) may only be made pro rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion of, or a lower priority with respect to, such mandatory prepayment); and (G) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans pursuant to Section 2.08 on a dollar-for-dollar basis; provided, further, that the terms and conditions applicable to such Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Refinancing Lenders thereof and applicable only to during periods after the Latest Maturity Date;
(v) with respect to (1) the latest Term Facility Maturity Date in respect of the Facilities that is in effect on the date such Refinancing Notes Debt is issued, incurred or obtained or (2) all Facilities other than such Refinancing Debt shall have been paid in full. 60 9482345 The Borrower shall make any request for Refinancing Facilities secured by Liens on the Collateral that are junior in right of security Debt pursuant to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable a written (b) notice to the Administrative Agent and Holdings;
specifying in reasonable detail the proposed terms thereof. Subject to the approval of the Administrative Agent (vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Event; and
(vii) the aggregate principal amount of any Refinancing Facility or Refinancing Notes which approval shall not be greater than unreasonably withheld or delayed), the aggregate principal amount Borrower may invite Lenders and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (or committed amountlenders providing Refinancing Debt, “Refinancing Lenders”) of pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereof.
(b) Administrative Agent. Notwithstanding the foregoing, no Refinancing Facility Amendment shall become (c) effective (the “Refinancing Borrowing Date”) under this Section 2.18 2.14 unless (i) unless on the date of such effectiveness, the conditions set forth in Section 5.05(b5.01(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible an Authorized Officer of the applicable Borrower and Borrower, (ii) the Administrative Agent shall have received, to the extent reasonably requested required by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicable) and consistent with those delivered on the Restatement Borrowing Date under Section 6 5.02 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom, and (iv) there shall have been paid to the Administrative Agent, for the account of the Restatement Agreement.
Administrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (cincluding reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Borrowing Date. Each class of Refinancing Debt incurred under this Section 2.14 shall be in an (d) aggregate principal amount that is (i) (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof or (ii) equal to the entire remaining principal amount of the Loans then outstanding. The Administrative Agent shall promptly notify each Lender as to the (e) 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 Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including including, without limitation, for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person Person other than the applicable Borrower Borrower, the Administrative Agent and the institutions Lenders providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing DebtBorrower, in each case on terms consistent with and/or to effect the provisions of this Section. This Section 2.18.2.14 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary. All Term Loans made on the Second Amendment Effective Date (or deemed (f) made by the exchange by Rollover Lenders of Original Term Loans on the Second Amendment Effective Date for Term Loans) constitute Refinancing Debt and the Second Amendment constitutes a Refinancing Amendment. 61 9482345
Appears in 1 contract
Sources: Credit Agreement (Altisource Portfolio Solutions S.A.)
Refinancing Debt. (a) Any Borrower, Notwithstanding anything in this Indenture as applicable, may, from time amended to time, refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, in each case in whole or part, with one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereundercontrary, the “Refinancing Term Loans”) or new revolving credit facilities Company may incur up to $125 million of Indebtedness (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or Refinancing Notes, “"Refinancing Debt”); provided that:
"): (A) to refinance (whether by repurchase, redemption, defeasance, exchange, amendment or otherwise) (i) any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life to maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions (other than related to customary asset sale, recovery event and change of control offers) that could result $30 million in pre-payments of such Refinancing Notes prior to, the applicable Term Loans being refinanced;
(ii) any USD Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (or require commitment reductions or amortization) prior to the maturity date of the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be no borrowers or guarantors in respect of any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other terms and conditions, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the lenders or investors, as applicable, providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, applicable to the Term A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments being refinanced or replaced, as determined by Holdings in good faith and except for covenants or other provisions applicable only to periods after the Latest Maturity Date;
(v) with respect to (1) Refinancing Notes or (2) any Refinancing Facilities secured by Liens on the Collateral that are junior in right of security to the Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable to the Administrative Agent and Holdings;
(vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Event; and
(vii) the aggregate principal amount of Senior Notes due 1998 and $30 million in aggregate principal amount of Subordinated Notes due 1998 (collectively the "1998 Notes"), (ii) $5.2 million in aggregate principal amount of Senior Notes due 2001 and $5.2 million in aggregate principal amount of Subordinated Notes due 2001 (collectively the "2001 Notes") (together with the 1998 Notes, the "Private Notes"), and (iii) $12.5 million in 1989 Preferred Stock (the "Private Notes" and the "1989 Preferred Stock" are hereinafter referred to collectively as the "Private Securities"); (B) to pay for the cost and fees (including without limitation any redemption premiums) incurred in connection with refinancing the Private Securities; and (C) to incur Indebtedness for general corporate purposes (any Indebtedness incurred pursuant to this clause (C) shall be referred to herein as the "Borrowing"); provided, however, that at no time shall the outstanding aggregate principal amount of Private Securities and Refinancing Facility or Debt exceed $125 million; and, provided, further, that the Refinancing Notes Debt shall have a longer Average Life than the Private Securities. Without limiting the generality of the foregoing, the incurrence of the Refinancing Debt and the use of proceeds therefrom as provided in the preceding sentence shall not be greater than (A) subject to the aggregate principal amount (or committed amount) of the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the issuance thereof.
(b) Notwithstanding the foregoing, no Refinancing Facility shall become effective under this Section 2.18 (i) unless limitations on the date of such effectiveness, the conditions Funded Debt set forth in Section 5.05(b4.3 or (B) subject to the limitations on Restricted Payments set forth in Section 4.5 and shall be satisfied or waived and excluded in the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer calculation of the applicable Borrower amount of Restricted Payments, and (ii) the Administrative Agent shall have received, to the extent reasonably requested by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation consistent with those delivered on the Restatement Date under Section 6 of the Restatement Agreement.
(c) 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 Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person other than the applicable Borrower and the institutions providing such Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary incurred as Senior Debt or appropriate, in the reasonable opinion of the Administrative Agent and Holdings to effect the provisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing Designated Senior Debt, in each case on terms consistent with and/or to effect the provisions of this Section 2.18.
Appears in 1 contract