Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section. (b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 8 contracts
Sources: Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Frontier Communications Parent, Inc.), Credit Agreement (Frontier Communications Parent, Inc.)
Refinancing Facilities. (a) At any time On one or more occasions after the Closing Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Lender Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent agreed such consent, if any, would be required under Section 9.04(b) for, and to by the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Lender in its sole discretionRefinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments Agreement, in the form of Refinancing Revolving Credit Term Loans or Refinancing Revolving Credit Commitments, respectively, in each case, Term Commitments pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness Indebtedness.
(ib) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof (i) customary legal opinions, as applicable, of reaffirmation agreements board resolutions and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Effective 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 or Revolver Agent, as applicable, shall promptly notify each Lender as and (ii) reaffirmation agreements and/or such amendments to the effectiveness Security 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 each the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Amendment. Indebtedness under Section 2.22(a) shall be in an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicableii) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(be) This Section 2.18 2.22 shall supersede any provisions of in Section 10.01 2.17 or Section 9.02 to the contrarycontrary solely to the extent provided in this Section 2.22.
Appears in 7 contracts
Sources: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)
Refinancing Facilities. (a) At Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) except in the case of Extendable Bridge Loans (when taken together with any Permitted Refinancing Indebtedness incurred with respect to the foregoing to the extent such Indebtedness does not otherwise meet the requirements set forth in this clause (i)), the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity before the Maturity Date applicable to the Term Loans being refinanced;
(ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by Borrower and the relevant Refinancing Term Loan Lenders (as defined below);
(iii) such Refinancing Term Loans shall not be guaranteed by any Person other than the Credit Parties;
(iv) in the case of any such Refinancing Term Loans that are secured, (x) such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Borrower or any of its Subsidiaries other than the Collateral and (y) the holders of such Refinancing Term Loans shall have authorized the applicable Pari Passu Representative to be party to the Pari Passu Intercreditor Agreement (or an Additional Pari Passu Intercreditor Agreement) on their behalf; and
(v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Term Loans Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of ▇▇▇▇▇▇▇▇ 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 conditions of such Indebtedness or drafts of the documentation relating thereto, stating that ▇▇▇▇▇▇▇▇ has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)).
(b) Borrower may approach any Lender or (with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) to the extent such consent, if any, would be required under Section 13.04(b) for an assignment of Loans to such Person) any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); 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 a series of Refinancing Term Loans (a “Refinancing Term Loan Series”) for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans.
(c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.19(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization (to the extent in compliance with Section 2.19(a)(i)) or premium in respect of the Refinancing Term Loans on the terms specified by Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.19(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, Borrower, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.19(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Borrower, to effect the provisions of Section 2.19 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with Borrower to effect the foregoing.
(d) On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any Additional (with the consent of the Administrative Agent, the Issuing Banks and the Swingline Lender (not to be unreasonably withheld or delayed) to the extent agreed such consent, if any, would be required under Section 13.04(b) for an assignment of Loans to by such Person) any Eligible Transferee that becomes a Lender or Additional Lender in its sole discretion(“Refinancing Revolving Lender”), Credit Agreement Refinancing Indebtedness in respect of which refinances all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or (or unused Revolving Credit Commitments Commitments) then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans Commitments or Refinancing Revolving Credit Commitments, respectively, in each case, Loans pursuant to a Refinancing Amendmentan amendment to this Agreement among Holdings, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders providing such Refinancing Revolving Commitments or Additional Lenders with respect theretoRefinancing Revolving Loans (a “Refinancing Revolving Amendment”); provided that notwithstanding anything to the contrary in this Section 2.19 or otherwise, (iii1) will, to the extent in the form borrowing and repayment of Refinancing Revolving Credit Loans or (except for (A) payments of interest and fees at different rates on Refinancing Revolving Credit 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 of Revolving Loans with respect to Refinancing Revolving Commitments after the date of obtaining any Refinancing Revolving Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein ) shall be made on a pro rata basis with any then outstanding all other Revolving Credit Loans and Revolving Credit Commitments, except that (2) subject to the Borrower provisions of Section 2.19 to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit shall be permitted to permanently repay and terminate commitments of any such Class participated on a better than a pro rata basis as compared to any other Class by all Lenders with a later maturity date than such Class Revolving Commitments in accordance with their percentage of the Revolving Commitments, (3) assignments and (iv) will, to the extent in the form participations of Refinancing Revolving Credit Loans or Commitments and Refinancing Revolving Credit Commitments Loans shall be governed by the same assignment and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those participation provisions applicable to the Revolving Credit Commitments and Revolving Credit Loans, (4) such Refinancing Revolving Loans shall not mature prior to the maturity date of the Revolving Loans being refinanced. The effectiveness refinanced as of the date of such Refinancing Revolving Amendment, (5) such Refinancing Revolving Loans shall not be guaranteed by any Refinancing Amendment shall be subject toPerson other than the Credit Parties, to the extent reasonably requested by the Administrative Agent (or 6) in the case of any such Refinancing Revolving Credit Commitments Loans that are secured, (x) such Refinancing Revolving Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Borrower or any of its Subsidiaries other than the Collateral and (y) the holders of such Refinancing Revolving Credit Loans, Loans shall have authorized the Revolver Agentapplicable Pari Passu Representative to be party to the Pari Passu Intercreditor Agreement (or an Additional Pari Passu Intercreditor Agreement) on their behalf and (7) the covenants and events of default applicable to such Refinancing Revolving Loans (except as set forth above), receipt by taken as a whole, shall not be materially more favorable to the Refinancing Revolving Lenders than the related provisions applicable to the existing Revolving Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and events of default apply solely to any period after the Revolving Commitments Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of 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 conditions of such Indebtedness or Revolver Agentdrafts of the documentation relating thereto, as applicablestating that Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (7), of reaffirmation agreements shall be conclusive evidence that such terms and board resolutions, officers’ certificates and legal opinions consistent with those delivered on conditions satisfy such requirement unless the Closing Date. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as provides notice to Borrower of an objection during such five Business Day period (including a reasonable description of the effectiveness of each Refinancing Amendmentbasis upon which it objects)). Each of the parties hereto hereby agrees thatthat this Agreement and the other Credit Documents may be amended pursuant to a Refinancing Revolving Amendment, upon without the effectiveness consent of any Refinancing Amendmentother Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Revolving Commitments and/or Refinancing Revolving Loans incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Credit Documents consistent with the provisions of Section 13.12 and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable(iii) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect the provisions of this SectionSection 2.19, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Revolving Amendment.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 6 contracts
Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)
Refinancing Facilities. (a) At The Parent Borrower may, by written notice to the Administrative Agent from time to time, request (x) Replacement Revolving Commitments to replace all or a portion of any time existing Class of Revolving Commitments (the “Replaced Revolving Commitments”) in an aggregate amount not to exceed the aggregate amount of the Replaced Revolving Commitments plus any accrued interest, fees, costs and expenses related thereto and (y) Refinancing Term Loans to refinance all or a portion of any existing Class of Term Loans (the “Refinanced Term Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the applicable Credit Agreement Refinancing Facility (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000), (ii) the date on which the applicable Credit Agreement Refinancing Facility is to become effective (which shall not be less than 10 Business Days nor more than 60 days after the Closing Date, date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) whether such Credit Agreement Refinancing Facilities are Replacement Revolving Commitments or Refinancing Term Loans. The Parent Borrower may obtain, seek Credit Agreement Refinancing Facilities from any Lender existing Lenders (each of which shall be entitled to agree or any Additional Lender (decline to the extent agreed to by such Lender or Additional Lender participate in its sole discretion), ) or any New Lender.
(b) It shall be a condition precedent to the effectiveness of any Credit Agreement Refinancing Indebtedness Facility and the incurrence of any Refinancing Term Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Credit Agreement Refinancing Facility or the incurrence of such Refinancing Term Loans, as applicable, (ii) the representations and warranties set forth in respect Section 4 and in each other Loan Document shall be true and correct in all material respects on and as of the date such Credit Agreement Refinancing Facility becomes effective and the Refinancing Term Loans are made; (iii) the terms of the Credit Agreement Refinancing Facility shall comply with Section 2.29(c) and (iv) (x) substantially concurrently with the incurrence of any such Refinancing Term Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Term Loans (including to pay accrued interest, fees and premiums (if any) payable in connection therewith) and (y) substantially concurrently with the effectiveness of such Replacement Revolving Commitments, all or any an equivalent portion of the Term LoansRevolving Commitments in effect immediately prior to such effectiveness shall be terminated, Prepetition Subsidiary Debtand all or an equivalent portion of the Revolving Loans then outstanding, together with interest thereon and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid.
(c) The terms of any Credit Loans and/or Revolving Agreement Refinancing Facility shall be determined by the Parent Borrower and the applicable Credit Commitments then outstanding under this Agreement Refinancing Facility Lenders and set forth in an Additional Credit Extension Amendment; provided that (which will be deemed to include i) the final maturity date of any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Replacement Revolving Credit Commitments shall not be earlier than the maturity or termination date of the applicable Refinanced Term Loans or Refinancing Replaced Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case(ii) (A) there shall be no scheduled amortization of the Replacement Revolving Commitments and (B) the weighted average life to maturity of the Refinancing Term Loans shall be no shorter than the remaining weighted average life to maturity of the Refinanced Term Loans, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such (iii) the Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, Facilities will rank pari passu or junior in right of payment and of security with the other Revolving Loans and Commitments hereunder the Term Loans and (but A) there shall be no additional Collateral with respect thereto not constituting security for the avoidance Obligations and (B) none of doubtthe obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (iv) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Facilities shall be determined by the Parent Borrower and the applicable Credit Agreement Refinancing Facility Lenders and (v) to the extent the terms of the Credit Agreement Refinancing Facilities are inconsistent with the terms set forth herein (except as set forth in clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Credit Agreement Refinancing Facility pursuant to this Section 2.29, the Borrowers, the Administrative Agent and each applicable Credit Agreement Refinancing Facility Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing DateFacilities. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing Additional Credit Extension 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 Any Additional Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Extension Amendment may, without the consent of any other LendersLender, 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 the Parent Borrower, to effect the provisions of this Section.
Section 2.29, including any amendments necessary to establish the applicable Credit Agreement Refinancing Facility as a new Class or tranche of Term Loans or Revolving Commitments (bas applicable) This and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such Classes or tranches (including to preserve the pro rata treatment of the refinanced and non-refinanced tranches and to provide for the reallocation of participation in outstanding Letters of Credit and Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this Section 2.18 2.29. Upon effectiveness of any Replacement Revolving Commitments pursuant to this Section 2.29, each Revolving Lender with a Revolving Commitment immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Replacement Revolving Lender, and each such Replacement Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such existing Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit and Swingline Loans held by each Revolving Lender (including each such Replacement Revolving Lender) will equal its Revolving Percentage. If, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall supersede upon the effectiveness of such Replacement Revolving Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder so that Revolving Loans are thereafter held by the Revolving Lenders (including each Replacement Revolving Lender) according to their Revolving Percentage, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any provisions of costs incurred by any Revolving Lender in accordance with Section 10.01 2.21. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the contrarytransactions effected pursuant to the immediately preceding sentence.
Appears in 6 contracts
Sources: Amendment No. 4 (Somnigroup International Inc.), Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.)
Refinancing Facilities. (a) At any time after Upon written notice to the Closing DateAdministrative Agent (which shall promptly notify the Lenders), the Borrower Company may obtain, from time to time elect to refinance any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect Class of all or any portion of the Term Loans, Prepetition Subsidiary Debtin whole or in part, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement with one or more new term loan facilities (which will be deemed to include any then outstanding Incremental each, a “Refinancing Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Facility”) or any then outstanding Refinancing Term Loans Class of Revolving Credit Loans, in whole or any then outstanding in part, with one or more new revolving credit loan facilities (each, a “Refinancing Revolving Credit Loans Facility”) under this Credit Agreement with the consent of the Company, the Administrative Agent (not to be unreasonably withheld or delayed) and the institutions providing such Refinancing Term Facility or Refinancing Revolving Credit Commitments Facility or, in the form case of Refinancing Revolving Credit any Class of Term Loans, with one or more series of senior unsecured notes or term loans or senior secured first lien notes or term loans or senior secured junior lien (as compared to the Liens securing the Class of Term Loans or Refinancing Revolving Credit Commitments, respectivelybeing refinanced) term loans, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; providedif secured, that will be secured by Liens on the Collateral on a pari passu basis or junior priority basis (as applicable) with the Liens on Collateral securing the Class of Term Loans being refinanced and will be subject to customary intercreditor arrangements reasonably satisfactory the Administrative Agent (any such Credit Agreement notes or loans, “Refinancing Indebtedness Equivalent Debt”); provided that (i) willexcept with respect to customary bridge loans, (A) any Refinancing Facility or Refinancing Equivalent Debt does not mature prior to, and no scheduled mandatory commitment reduction in respect thereof shall be required prior to, the maturity date of the Class of Loans or Incremental Loans being refinanced and (B) the maturity date and the weighted average life to maturity of such Refinancing Facility or Refinancing Equivalent Debt shall be no earlier than or shorter than, as the case may be, the maturity date or the remaining weighted average life to maturity of the Class of Loans or Incremental Loans being refinanced, as applicable, (ii) the other terms and conditions of such Refinancing Facility or Refinancing Equivalent Debt (excluding pricing and optional prepayment or redemption terms) are (taken as a whole) no more favorable to the lenders or investors, as applicable, providing such Refinancing Facility or Refinancing Equivalent Debt, as applicable, than those applicable to the Loans or Incremental Loans being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date), (iii) there shall be no borrower, issuer and/or guarantor under any Refinancing Facility or Refinancing Equivalent Debt other than the Company and/or the Guarantors, as applicable, (iv) the proceeds of any Refinancing Facility or Refinancing Equivalent Debt shall be applied, substantially simultaneously with the incurrence thereof, to the prepayment of outstanding Loans under the facility being refinanced and (v) to the extent secured, rank pari passu any such Refinancing Facility or junior Refinancing Equivalent Debt shall not be secured by any lien on any asset that does not also secure the Loans. Each such notice shall specify the date on which the Company proposes that the Refinancing Facility shall be made or the Refinancing Equivalent Debt shall be issued, which shall be a date not less than five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent.
(b) The Company may approach any Lender or any Eligible Assignee to provide all or a portion of the Refinancing Facilities or Refinancing Equivalent Debt; provided that any Lender offered or approached to provide all or a portion of any Refinancing Facility and/or Refinancing Equivalent Debt may elect or decline, in right its sole discretion, to provide a Refinancing Facility or purchase Refinancing Equivalent Debt; subject to the consent of payment the Administrative Agent (which consent shall not be unreasonably withheld), if such Administrative Agent consent would be required under Section 10.06(b)(iii) for an assignment of Loans to such Lender.
(c) The Administrative Agent and of security with the other Loans and Commitments hereunder Lenders hereby consent to the transactions contemplated by this Section 2.14 (but including, for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition payment of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discountsinterest, fees, premiums amortization or premium in respect of the Refinancing Facilities and prepayment or redemption provisions and Refinancing Equivalent Debt on the terms as may be agreed specified by the Borrower Company) and hereby waive the requirements of this Credit Agreement or any other Loan Document that may otherwise prohibit any transaction contemplated by this Section 2.14. The Refinancing Facilities shall be established pursuant to an amendment to this Credit Agreement among the Company, the Administrative Agent and the Lenders providing such Refinancing Facilities (a “Refinancing Amendment”) which shall be consistent with the provisions set forth in this Section. The Refinancing Equivalent Debt shall be established pursuant to an indenture, credit agreement or Additional Lenders other definitive documentation which shall be consistent with respect thereto, (iii) will, the provisions set forth in this Section. Notwithstanding anything to the extent contrary contained in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit CommitmentsSection 10.01, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any each Refinancing Amendment shall be subject tobinding on the Lenders, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit LoansAgent, the Revolver Agent), receipt by Loan Parties party thereto and the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the other 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Credit Agreement and the any other Loan Documents documents as may be necessary or appropriateappropriate in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section.
Section 2.14, including in order to establish new tranches or sub-tranches in respect of the Refinancing Facilities and such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 2.07 (b) This Section 2.18 insofar as such schedule relates to payments due to Lenders of the Loans which are being refinanced with the proceeds of a Refinancing Facility; provided that no such amendment shall supersede reduce the pro rata share of any provisions of Section 10.01 such payment that would have otherwise been payable to the contraryLenders, the Loans of which are not refinanced with the proceeds of a Refinancing Facility). The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Company to effect the foregoing.
Appears in 5 contracts
Sources: Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (MSGE Spinco, Inc.), Credit Agreement (Madison Square Garden Entertainment Corp.)
Refinancing Facilities. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Term Loan Agreement Refinancing Indebtedness in the form of Refinancing Term Loans or Refinancing Notes in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit any Class of Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, Incremental Loans) pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment Term Loans will have terms and of security conditions that are consistent with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by applicable requirements set forth in the definition of “Credit Term Loan Agreement Refinancing Indebtedness,” have such pricing, interest rate margins .”
(including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iiib) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment Term Facility shall be subject to, to the extent satisfaction on the date thereof of each of the conditions set forth in the applicable Refinancing Amendment (which conditions shall include, at the request of the Administrative Agent, customary officer’s certificates and an opinion of counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agentrelating thereto), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing AmendmentTerm Facility. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing AmendmentTerm Facility, this Agreement shall be deemed amended and restated or amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Term Loan Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respectsthereto. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect the provisions of this Section.
(b) Section 2.20. This Section 2.18 2.20 shall supersede any provisions of in Section 10.01 2.15 or 9.02 to the contrary.
Appears in 5 contracts
Sources: Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower Company may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), obtain Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the any Class of Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities established pursuant to an Additional Credit Extension Amendment) or (ii) all or any Incremental portion of the Revolving Credit Commitments then outstanding Loans (or unused Revolving Credit Commitments) under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form which for purposes of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), this clause (ii) will, will be deemed to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with include any then outstanding Revolving Credit Loans and or Revolving Credit CommitmentsCommitments established pursuant to an Additional Credit Extension Amendment), 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) will, to the extent in the form of (x) other Term Loans (“Refinancing Term Loans”) or (y) other Revolving Credit Loans (“Refinancing Revolving Credit Loans Loans”) or other Revolving Credit Commitments (“Refinancing Revolving Credit Commitments and unless Commitments”), as the Required Revolving case may be, in each case pursuant to an Additional Credit Lenders Extension Amendment; provided that the Net Cash Proceeds of such Credit Agreement Refinancing Indebtedness shall have consented theretobe applied, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Credit Commitments and Revolving Credit Loans being refinancedso Refinanced, as the case may be. The effectiveness of any Additional Credit Extension Amendment establishing Credit Agreement Refinancing Amendment Indebtedness shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof legal opinions, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and/or reaffirmation agreements. Any Credit Agreement Refinancing Indebtedness incurred under this Section 2.18 shall be in an aggregate principal amount that is not less than $10,000,000 and legal opinions consistent with those delivered an integral multiple of $1,000,000 in excess thereof (in each case unless the Company and the Administrative Agent otherwise agree). Any Additional Credit Extension Amendment establishing Credit Agreement Refinancing Indebtedness may provide for the issuance of letters of credit or the provision of swing line loans pursuant to any Revolving Credit Commitments of Credit Agreement Refinancing Indebtedness established thereby, in each case on terms substantially equivalent to the Closing Dateterms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments; provided that no L/C Issuer or Swing Line Lender shall be required to act as “L/C issuer” or “swing line lender” under any such Additional Credit Extension Amendment without its written consent. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing Additional Credit Extension Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Additional Credit Extension Amendment establishing Credit Agreement Refinancing AmendmentIndebtedness, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Loans, Revolving Credit Loan Commitments and/or Term Commitments, as applicable) and any Indebtedness being replaced or refinanced with such ). Any Additional Credit Extension Amendment establishing Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this SectionSection 2.18.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 5 contracts
Sources: Credit Agreement (WEX Inc.), Credit Agreement (WEX Inc.), Credit Agreement (WEX Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Loans or Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities Term Loan Commitments or any Incremental Revolving Credit Loan Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)agreement) or any then outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Commitments or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect theretothereof, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any all then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, any Credit Agreement Refinancing Indebtedness to be provided by Sponsor Investors or Affiliated Debt Funds shall be subject to the extent in the form terms of Section 10.04(b) as if such Credit Agreement Refinancing Revolving Credit Loans Indebtedness was a Loan being assigned to any such Sponsor Investor or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinancedAffiliated Debt Fund. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans Loans, Refinancing Term Loan Commitments or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section.
(b) This Section 2.18 2.22 shall supersede any provisions of in Section 10.01 10.02 to the contrary.
Appears in 5 contracts
Sources: Credit Agreement (Integral Ad Science Holding LLC), Amendment Agreement (Jamf Holding Corp.), Credit Agreement (Jamf Holding Corp.)
Refinancing Facilities. (ai) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Agreement Refinancing Indebtedness in respect consisting of Refinancing Facilities to refinance all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments Facilities then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant theretoCommitment Increases)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness Facilities (i) will, to the extent secured, rank pari passu or junior in right permitted by the definition of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such “Credit Agreement Refinancing Indebtedness may Indebtedness”, be unsecured)secured on a pari passu, junior lien, unsecured or subordinated basis, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” ”, have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, thereof and (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding all Revolving Credit Loans and Revolving Credit Commitments, except that the Borrower shall be permitted Loan Commitments outstanding after giving effect 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) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments.
(ii) Commitments in respect of Refinancing Facilities shall become Commitments under this Agreement pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Borrower and unless the Required Revolving Credit Lenders shall have consented theretoeach lender agreeing to provide such Commitment, have terms if any, and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested acknowledged by the Administrative Agent (such acknowledgement not to be unreasonably withheld, delayed or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agentconditioned), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, subject to this Section 2.1(g), without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriatenecessary, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section.
(bSection 2.1(g). In the event any Refinancing Term Loans are made, such Refinancing Term Loans shall mature and be repaid in amounts and on dates as agreed between the Borrower and the relevant Lenders of such Refinancing Term Loans in the applicable Refinancing Amendment, subject to the requirements set forth in this Section 2.1(g) and the definition of “Credit Agreement Refinancing Indebtedness”. Amounts paid or prepaid on account of any Refinancing Term Loans may not be reborrowed. This Section 2.18 2.1(g) shall supersede any provisions of in Section 10.01 2.3 or Section 12.2 to the contrary.
(iii) Refinancing Facilities may be made by any bank, financial institution, fund or other investor that is not an individual (any such bank, financial institution, fund or other investor shall become an Additional Lender); provided that no Lender hereunder shall be required to participate in any such Refinancing Facilities as an Additional Lender without its consent; provided, further, that, the Administrative Agent and, if applicable, the L/C Issuer shall have consented (such consent not to be unreasonably withheld or delayed) to such Additional Lender’s making such Refinancing Term Loans and/or providing such Refinancing Revolving Loan Commitments if such consent would be required under Section 10.1 for an assignment of Loans or Commitments, as applicable, to such Additional Lender and, for the avoidance of doubt, no Person shall become an Additional Lender if an assignment to such Person would not be permitted under Section 10.1.
Appears in 4 contracts
Sources: Credit and Guaranty Agreement (RadNet, Inc.), First Lien Credit and Guaranty Agreement (RadNet, Inc.), First Lien Credit and Guaranty Agreement (RadNet, Inc.)
Refinancing Facilities. (a) At any time after Upon written notice to the Closing DateAdministrative Agent (which shall promptly notify the Lenders), the Borrower may obtainfrom time to time elect to refinance any Class of Term Loans or Commitments under the Revolving Credit Facility, from any Lender in whole or any Additional Lender in part, with one or more new term loan facilities (each, a “Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing Revolving Facility”; the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to the extent agreed to by such Lender or Additional Lender in its sole discretionas “Refinancing Facilities”), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loansrespectively, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement with the consent of the Borrower, the Administrative Agent (which will not to be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities unreasonably withheld, delayed or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)conditioned) or any then outstanding and the institutions providing such Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans Facility or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreementFacility; provided, provided that such Credit Agreement Refinancing Indebtedness (i) willany Refinancing Term Facility does not mature, or have a weighted average life to maturity, earlier than the extent securedfinal maturity, rank pari passu or junior in right the weighted average life, of payment and the Class of security with the other Term Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)being refinanced, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, [reserved]; (iii) will, any Refinancing Revolving Facility does not mature prior to the extent in maturity date of the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit CommitmentsCommitments being refinanced, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have other terms and conditions (other than interest rate margins rate, premiums, fees, original issue discount, optional prepayment and commitment feesredemptions terms) of such Refinancing Term Facility or Refinancing Revolving Facility are substantially identical to, or (when taken as a whole) less favorable to the investors providing such Refinancing Term Facility or Refinancing Revolving Facility, as applicable, than those applicable to the Term Loans or the Revolving Credit Commitments being refinanced (each as determined by the Borrower in good faith) (except for (i) covenants or other provisions applicable only to periods after the latest final maturity date of the Term Loans and the Revolving Credit Loans being refinanced. The effectiveness Commitments existing at the time of any Refinancing Amendment shall be subject to, such refinancing or (ii) to the extent reasonably requested by such more favorable terms or conditions are added for the benefit of the Lenders of the Term Loans as of the Closing Date; provided that the Borrower and the Administrative Agent (or in shall be permitted to amend the case terms of Revolving Credit Commitments this Agreement and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as other Loan Documents to provide for terms more favorable 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment mayLenders, without the consent of any Lender or any other Person), (v) the proceeds of such Refinancing Facilities shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding loans (and, in the case of the Revolving Credit Facility, pro rata commitment reductions) under the applicable Class of Term Loans or Revolving Credit Commitments being so refinanced, (vi) to the extent secured, any such Refinancing Facility shall not be secured by any lien on any asset that does not also secure the Facilities and (vii) Refinancing Facilities may not be guaranteed by any person other than a Subsidiary Guarantor. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Facility shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent.
(b) The Borrower may approach any Lender or any other Person to provide all or a portion of the Refinancing Facilities (a “Refinancing Facility Lender”), subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld and shall only be necessary to the extent required under Section 10.06 for assignments thereto), so long as such Person would be an Eligible Assignee of Term Loans or Revolving Credit Loans, as applicable; provided that any Lender offered or approached to provide all or a portion of any Refinancing Facility may elect or decline, in its sole discretion, to provide a Refinancing Facility.
(c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.17 (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Facilities on the terms specified by the Borrower) and hereby waive the requirements of this Agreement or any other Loan Document that may otherwise prohibit any transaction contemplated by this Section 2.17. The Refinancing Facilities shall be established pursuant to an amendment to this Agreement among the Borrower and the Refinancing Facility Lenders providing such Refinancing Facilities (a “Refinancing Amendment”) which shall be consistent with the provisions set forth in this Section 2.17. Notwithstanding anything to the contrary contained in Section 10.01, each Refinancing Amendment shall be binding on the Lenders, effect such the Administrative Agent, the Loan Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents as may be necessary or appropriateappropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section.
Section 2.17, including in order to establish new tranches or sub-tranches in respect of the Refinancing Facilities and such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 2.07(a) (b) This Section 2.18 insofar as such schedule relates to payments due to Lenders of the Term Loans which are being refinanced with the proceeds of a Refinancing Term Facility; provided that no such amendment shall supersede reduce the pro rata share of any provisions of Section 10.01 such payment that would have otherwise been payable to the contraryLenders, the Term Loans of which are not refinanced with the proceeds of a Refinancing Term Facility). The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effect the foregoing.
Appears in 4 contracts
Sources: Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which which, for purposes of this clause (a), will be deemed to include any then outstanding Incremental Other Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant theretoand Other Term Loan Commitments)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments , in the form of Refinancing Revolving Credit Other Term Loans or Refinancing Revolving Credit Other Term Loan Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, provided that such Credit Agreement Refinancing Indebtedness (iA) will, to the extent secured, shall rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (iiB) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” will have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums premiums, and interest or optional prepayment or redemption provisions and terms as may be agreed by the Borrower Borrowers and the Lenders or Additional Lenders with respect theretothereof, (iiiC) willwill 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 then applicable Weighted Average Life to Maturity of the Term Loans being refinanced (other 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), (D) any Credit Agreement Refinancing Indebtedness in the form of Refinancing Revolving Credit Other Term Loans or Refinancing Revolving Credit Commitments, Other Term Loan Commitments will share ratably in any voluntary and mandatory prepayments or repayments of Term Loans (unless the Lenders providing the Other Term Loans agree to participate in the payment, borrowing, participation and commitment reduction provisions herein on a less than pro rata basis with in any then outstanding Revolving voluntary or mandatory prepayments or repayments), (E) such Credit Loans and Revolving Credit Commitments, except that the Borrower Agreement Refinancing Indebtedness shall be permitted subject 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 the Intercreditor Agreement and (ivF) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, will have terms and conditions (other that are not materially more restrictive, taken as a whole, to Holdings and its Restricted Subsidiaries than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject toRefinanced Debt, to the extent reasonably requested by taken as a whole, as determined in Holdings’ good faith judgment in consultation with the Administrative Agent (except for (A) covenants and events of default applicable only to periods after the Latest Maturity Date in effect at the time of the incurrence or in issuance of any such Credit Agreement Refinancing Indebtedness or (B) unless the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by Borrowers enter into an amendment to this Agreement with the Administrative Agent or Revolver Agent, as applicable, (which amendment shall not require the consent of reaffirmation agreements any other Lender) to add such more restrictive terms for the benefit of the Lenders). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.26 shall be in an aggregate principal amount that is not less than $10,000,000 and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. an integral multiple of $1,000,000 in excess thereof.
(b) The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Other Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit and/or Other Term Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this 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. For the avoidance of doubt, no existing Lender shall be obligated to provide any Credit Agreement Refinancing Indebtedness.
(bc) This Section 2.18 2.26 shall supersede any provisions of in Section 10.01 2.5, 2.17 or 10.5 to the contrary.
Appears in 4 contracts
Sources: Second Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.), Second Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.), Second Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 4 contracts
Sources: Credit Agreement (Array Technologies, Inc.), Credit Agreement (Windstream Parent, Inc.), Credit Agreement (Windstream Parent, Inc.)
Refinancing Facilities. (a) At The Borrower may, on one or more occasions, by written notice to the Administrative Agent, request the establishment hereunder of one or more additional Classes of term loan commitments (the “Refinancing Term Loan Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the Borrower (the “Refinancing Term Loans”) (it being agreed that the Borrower shall not be obligated to offer to any time Lender the opportunity to participate in any Refinancing Term Loans; provided, that, each Refinancing Term Lender shall be an Eligible Assignee and, if not already a Lender, shall otherwise be reasonably acceptable to the Administrative Agent.
(b) The Refinancing Term Loan Commitments shall be effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the Borrower, each Refinancing Term Lender providing such Refinancing Term Loan Commitments and the Administrative Agent; provided, that, no Refinancing Term Loan Commitments shall become effective unless (i) no Event of Default shall have occurred and be continuing immediately before and after giving effect thereto and (ii) substantially concurrently with the Closing Dateeffectiveness thereof, the Borrower may obtain, from any Lender shall obtain Refinancing Term Loans thereunder and shall repay or any Additional Lender (prepay then outstanding Term Borrowings of one or more Classes in an aggregate principal amount equal to the extent agreed aggregate amount of such Refinancing Term Loan Commitments (less the aggregate amount of accrued and unpaid interest with respect to by such Lender or Additional Lender in its sole discretionoutstanding Term Borrowings and any reasonable fees, premium and expenses relating to such refinancing), Credit Agreement Refinancing Indebtedness in respect . The Borrower shall determine the amount of all or any portion such prepayments allocated to each Class of the outstanding Term Loans, Prepetition Subsidiary Debtand any such prepayment of Term Borrowings of any Class shall be applied to reduce the subsequent scheduled repayments of Term Borrowings of such Class to be made pursuant to Section 2.10 as directed by the Borrower); provided, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement further, that, (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)x) or any then outstanding all Refinancing Term Loans shall be secured by the Collateral on a pari passu basis with the Loan Document Obligations, (y) no Refinancing Term Loans shall be secured by any property or assets of Holdings, the Borrower or any then outstanding of their Subsidiaries other than the Collateral and (z) no Refinancing Revolving Credit Term Loans or shall be guaranteed by any Person other than Holdings and Subsidiaries that are Subsidiary Loan Parties.
(c) The Refinancing Revolving Credit Facility Agreement shall set forth, with respect to the Refinancing Term Loan Commitments in established thereby and the form Refinancing Term Loans and other extensions of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant credit to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) willbe made thereunder, to the extent securedapplicable, rank pari passu the following terms thereof: (i) the designation of such Refinancing Term Loan Commitments and Refinancing Term Loans as a new “Class” for all purposes hereof, (ii) the stated termination and maturity dates applicable to the Refinancing Term Loan Commitments or junior in right Refinancing Term Loans of payment and such Class; provided, that, unless all Classes of security with the other Loans and Commitments hereunder are being refinanced and except as set forth in the penultimate sentence of this paragraph (but for the avoidance of doubtc), such Credit Agreement Refinancing Indebtedness may stated termination and maturity dates shall not be unsecured), (ii) will, earlier than the Maturity Date applicable to the extent permitted by the definition Class of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect theretoTerm Loans so refinanced, (iii) willany amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans; provided, that, the weighted average life to maturity of any such Refinancing Term Loans shall be no shorter than the remaining weighted average life to maturity of the Class of Term Loans so refinanced, (iv) the interest rate or rates applicable to the extent in Refinancing Term Loans of such Class, (v) the form of fees applicable to the Refinancing Revolving Credit Loans Term Loan Commitments or Refinancing Revolving Credit CommitmentsTerm Loans of such Class, (vi) any original issue discount applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to Refinancing Term Loans of such Class, (viii) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Term Loan Commitments or Refinancing Term Loans of such Class (which prepayment requirements may provide that such Refinancing Term Loans may participate in the payment, borrowing, participation and commitment reduction provisions herein any mandatory prepayment on a pro rata basis with any then outstanding Revolving Credit Class of existing Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding such Class of Term Loans) and Revolving Credit Commitmentsany restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Term Loan Commitments or Refinancing Term Loans of such Class, except that (ix) any financial covenant with which Holdings or the Borrower shall be permitted required to permanently repay and terminate commitments of comply, provided, that, 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 financial covenant shall be for the benefit of all Lenders and (ivx) willall other terms applicable to such Refinancing Term Loan Commitments and Refinancing Term Loans, which terms, if not consistent with those of the existing Term Loans, shall not be materially more favorable, taken as a whole, to the lenders providing such Refinancing Term Loan Commitments and Refinancing Term Loans than the terms applicable to the existing Term Loans (as determined by Holdings in good faith) (other than (A) (I) covenants or other provisions applicable only to periods after the Latest Maturity Date of any Class of existing Term Loans and (II) covenants or other provisions that are also for the benefit of the Lenders in respect of the Loans and Commitments outstanding at the time such Refinancing Term Loan Commitments or Refinancing Term Loans are incurred and (B) to the extent required by the lenders providing any such Refinancing Term Loan Commitments or Refinancing Term Loans that are in the form of term B loans, customary “most-favored-nation” protection, call protection, and an excess cash flow prepayment, in each case, which may be applicable solely with respect to such Refinancing Revolving Credit Term Loans or (it being understood that to the extent an excess cash flow prepayment is required in connection with the establishment of Refinancing Revolving Credit Term Loans, such excess cash flow mandatory prepayment shall be applied ratably to all then-existing Term Loans); provided, that, a Financial Officer of Holdings shall have delivered a certificate to the Administrative Agent at least two (2) Business Days prior to the incurrence of such Refinancing Term Commitments and unless Refinancing Term Loans (or such shorter period of time as may reasonably be agreed by the Required Revolving Credit Lenders shall have consented thereto, have Administrative Agent) together with a summary of the material terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit of such Refinancing Term Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment Term Loans, stating that Holdings has determined in good faith that such material terms and conditions satisfy the requirements set forth in this clause (x), which determination shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Dateconclusive. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing AmendmentFacility Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Facility Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any Lender other than the applicable Refinancing Term Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this SectionSection 2.24, including any amendments necessary to treat the applicable Refinancing Term Loan Commitments and Refinancing Term Loans as a new “Class” of term loans and/or commitments hereunder.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 4 contracts
Sources: Credit Agreement (Trinet Group, Inc.), Credit Agreement (Trinet Group, Inc.), Credit Agreement (Trinet Group, Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities Term Loan Commitments or any Incremental Revolving Credit Loan Commitments then outstanding under this Agreement (or any Incremental Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Commitments or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments Loan Commitments, respectively, in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any all then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, any Credit Agreement Refinancing Indebtedness to be provided by Sponsor Investors or Affiliated Debt Funds shall be subject to the extent in the form terms of Section 10.04(b) as if such Credit Agreement Refinancing Revolving Credit Loans Indebtedness was a Loan being assigned to any such Sponsor Investor or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinancedAffiliated Debt Fund. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans Loans, Refinancing Term Loan Commitments or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section.
(b) This Section 2.18 2.22 shall supersede any provisions of in Section 10.01 10.02 to the contrary.
Appears in 4 contracts
Sources: Assumption Agreement and Amendment No. 2 (iCIMS Holding LLC), Credit Agreement (iCIMS Holding LLC), Assumption Agreement and Amendment No. 1 (iCIMS Holding LLC)
Refinancing Facilities. (a) At any The Borrower may from time after to time add one or more tranches of term loans or revolving credit facilities to this Agreement (each a “Refinancing Facility”) pursuant to an agreement in writing entered into by the Closing DateLoan Parties, the Borrower may obtain, from Administrative Agent and each Person (including any Lender or any Additional Lender existing Lender) that agrees to provide a portion of such Refinancing Facility (each a “Refinancing Facility Amendment”) pursuant to procedures specified by the extent agreed Administrative Agent to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of refinance all or any portion of any outstanding Term Facility or any Revolving Facility then in effect; provided that:
(i) such Refinancing Facility shall not have a principal or commitment amount (or accreted value) greater than the Term LoansLoans and, Prepetition Subsidiary Debtif such Refinancing Facility is a revolving credit facility that refinances a Revolving Facility, the undrawn available commitments of the Revolving Credit Loans and/or Revolving Credit Commitments then outstanding Facility being refinanced (excluding accrued interest, fees, discounts, premiums or expenses);
(ii) no Default shall exist on the effective date of such Refinancing Facility or would exist after giving effect to such Refinancing Facility;
(iii) no existing Lender shall be under any obligation to provide a commitment to such Refinancing Facility and any such decision whether to provide a commitment to such Refinancing Facility shall be in such Lender’s sole and absolute discretion;
(iv) each Person providing a commitment to such Refinancing Facility shall qualify as an Eligible Assignee;
(v) the Borrower shall deliver to the Administrative Agent:
(A) a certificate of each Loan Party dated as of the date of such Refinancing Facility signed by a Responsible Officer of such Loan Party (1) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such Refinancing Facility and (2) in the case of the Borrower, certifying that, before and after giving effect to such Refinancing Facility, (I) the representations and warranties of each Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Refinancing Facility, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (II) no Default exists;
(B) such amendments to the Collateral Documents as the Administrative Agent may reasonably request to cause the Collateral Documents to secure the Obligations after giving effect to such Refinancing Facility; and
(C) opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender (including each Person providing a commitment to such Refinancing Facility), dated as of the effective date of such Refinancing Facility, in form and substance reasonably satisfactory to the Administrative Agent;
(vi) the Administrative Agent shall have received documentation from each Person providing a commitment to such Refinancing Facility evidencing such Person’s commitment and such Person’s obligations under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, and substance reasonably acceptable to the extent secured, Administrative Agent;
(vii) such Refinancing Facility (A) shall rank pari passu or junior in right of payment and of security with as the other Loans and Commitments hereunder Commitments; (but B) shall not be Guaranteed by any Person that is not a Guarantor; and (C) shall be (1) unsecured or (2) secured by the Collateral on an equal and ratable basis with the Obligations or on a junior basis to Obligations (in each case pursuant to intercreditor or subordination agreements reasonably satisfactory to the Administrative Agent);
(viii) such Refinancing Facility shall have such interest rates, interest rate margins, fees, discounts, prepayment premiums, amortization and a final maturity date as agreed by the Loan Parties and the Lenders providing such Refinancing Facility, provided that (A) to the extent refinancing a Revolving Facility and constituting a revolving credit facility, such Refinancing Facility will not have a maturity date (or have scheduled or mandatory commitment reductions or amortization) that is prior to the scheduled Maturity Date of the Revolving Facility being refinanced and (B) to the extent refinancing a Term Facility or constituting a term loan facility, such Refinancing Facility will have a maturity date that is not prior to the date that 91 days after the scheduled Maturity Date of, and will have a Weighted Average Life that is not shorter than 91 days longer than the Weighted Average Life of, the Term Facility being refinanced;
(ix) if such Refinancing Facility is a revolving credit facility then (A) such Refinancing Facility shall have ratable voting rights as the other Revolving Facilities (or otherwise provide for more favorable voting rights for the avoidance then outstanding Revolving Facilities) and (B) such Refinancing Facility may provide for the issuance of doubtLetters of Credit for the account of the Borrower and its Subsidiaries on terms substantially equivalent to the terms applicable to Letters of Credit under the existing Revolving Facilities or the making of swing line loans to the Borrower on terms substantially equivalent to the terms applicable to Swing Line Loans under the existing Revolving Facilities;
(x) if such Refinancing Facility is a term loan, then (1) the Borrower and the Administrative Agent shall mutually determine whether such term loan is a tranche A term loan (a “Refinancing Tranche A Term Facility”) or tranche B term loan (a “Refinancing Tranche B Term Facility”) and (2) such term loan shall share ratably in any mandatory prepayments of the Term Facilities pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for one or more of the then outstanding Term Facilities) and shall have ratable voting rights as the other Term Facilities (or otherwise provide for more favorable voting rights for one or more of the then outstanding Term Facilities);
(xi) each Borrowing of Revolving Loans (including any deemed Borrowing of Revolving Loans made pursuant to Section 2.03 or 2.04) and participations in Letters of Credit pursuant to Section 2.03 shall be allocated pro rata among the Revolving Facilities;
(xii) subject to clause (viii) above, such Credit Agreement Refinancing Indebtedness may be unsecured)Facility will have terms and conditions that are substantially identical to, (ii) willor less favorable, when taken as a whole, to the extent permitted by Lenders providing such Refinancing Facility than, the definition terms and conditions of “Credit Agreement the Revolving Facility or Term Loan being refinanced; provided, however, that such Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment Facility may provide for any additional or redemption different financial or other covenants or other provisions and terms as may be that are agreed by among the Borrower and the Lenders or Additional Lenders thereof and applicable only during periods after the then latest Maturity Date in effect; and
(xiii) substantially concurrent with respect thereto, (iii) will, to the extent in the form incurrence of such Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that Facility the Borrower shall be permitted to permanently repay and terminate commitments apply the Net Cash Proceeds 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) will, Refinancing Facility to the extent in the form prepayment of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit outstanding Loans being refinanced. The effectiveness of any refinanced by such Refinancing Amendment shall be subject toFacility in accordance with Section 2.05(b)(iii)(B) and, to the extent reasonably requested by the Administrative Agent (or in the case of Refinancing Revolving Credit Commitments Facility, concurrent with the incurrence of such Refinancing Revolving Facility the commitments to the Revolving Facility being refinanced by such Refinancing Revolving Facility shall be automatically and Revolving Credit Loans, permanently reduced by the Revolver Agentamount of the Net Cash Proceeds of such Refinancing Facility as set forth in Section 2.06(b), receipt by ) and (B) the Borrower shall pay an amount required pursuant to Section 3.05 as a result of any such prepayment of Loans of existing Lenders.
(b) The Lenders hereby authorize the Administrative Agent or Revolver Agentto enter into, as applicableand the Lenders agree that this Agreement and the other Loan Documents shall be amended by, of reaffirmation agreements such Refinancing Facility Amendments to the extent (and board resolutions, officers’ certificates and legal opinions only to the extent) the Administrative Agent deems necessary in order to establish Refinancing Facilities on terms consistent with those delivered on and/or to effect the Closing Dateprovisions of this Section 2.17. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Amendment. Each of In addition, if so provided in 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Facility Amendment for a Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) Facility and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenderseach L/C Issuer, effect participation in Letters of Credit under the existing Revolving Facilities shall be reallocated from Lenders holding revolving commitments under the existing Revolving Facilities to Lenders holding revolving commitments under such amendments to this Agreement and Refinancing Revolving Facility in accordance with the other Loan Documents as may be necessary or appropriate, to effect the provisions terms of this Sectionsuch Refinancing Facility Amendment.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 3 contracts
Sources: Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Refinancing Lender (to the extent agreed to by such which may include any existing Lender or Additional Lender in its sole discretion), and which must be Eligible Assignees) Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Loan Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Agreement) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), and (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Refinancing Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in and the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Collateral Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ officer’s certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Collateral Agent, to effect the provisions of this Section.
(b) This Section 2.18 2.19 shall supersede any provisions of in Section 10.01 10.02 to the contrary.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (PHI Group, Inc./De), Term Loan Credit Agreement (Phi Inc), Credit Agreement
Refinancing Facilities. (a) At any time after the Closing DateThe Borrower may, the Borrower may obtain, from any Lender or any Additional Lender (by written notice to the extent agreed Administrative Agent from time to by such Lender time, request (x) Replacement Revolving Credit Commitments to replace all or Additional Lender a portion of any existing Class of Revolving Credit Commitments (the “Replaced Revolving Credit Commitments”) in its sole discretionan aggregate amount not to exceed the aggregate amount of the Replaced Revolving Credit Commitments plus any accrued interest, fees, costs and expenses related thereto and (y) Refinancing Term Loans to refinance all or a portion of any existing Class of Term Loans (the “Refinanced Term Loans”; Refinanced Term Loans and Replaced Revolving Credit Commitments referred to collectively herein as “Credit Agreement Refinanced Indebtedness”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees), . Such notice shall set forth (i) the amount of the applicable Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement Facility (which will shall be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form minimum increments of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively$1,000,000 and a minimum amount of $5,000,000 or, in each case, pursuant if less, the entire outstanding amount of the Class of Loans or Commitments being refinanced or replaced), (ii) the date on which the applicable Credit Agreement Refinancing Facility is to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement become effective (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or other customary subordination agreement; provided, that such longer or shorter periods as the Administrative Agent shall agree)) and (iii) whether such Credit Agreement Refinancing Indebtedness Facilities are Replacement Revolving Credit Commitments or Refinanced Term Loans. The Borrower may seek Credit Agreement Refinancing Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Eligible Assignee.
(b) It shall be a condition precedent to the effectiveness of any Credit Agreement Refinancing Facility and the incurrence of any Refinanced Term Loans that (i) willno Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Credit Agreement Refinancing Facility or the incurrence of such Refinanced Term Loans, as applicable, (ii) the representations and warranties set forth in Article V and in each other Loan Document shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies to any such representation or warranty, such representation or warranty shall be required to be true and correct in all respects) on and as of the date such Credit Agreement Refinancing Facility becomes effective and the Refinanced Term Loans are made, except to the extent securedthat such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies to any such representation or warranty, such representation or warranty shall be required to be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.18, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (iii) the terms of the Credit Agreement Refinancing Facility shall comply with Section 2.18(c); and (iv) (x) substantially concurrently with the incurrence of any such Refinancing Term Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest, fees and premiums (if any) payable in connection therewith) and (y) substantially concurrently with the effectiveness of such Replacement Revolving Credit Commitments, all or an equivalent portion of the Revolving Credit Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Credit Loans then outstanding, together with interest thereon and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid.
(c) The terms of any Credit Agreement Refinancing Facility shall be determined by the Borrower and the applicable Credit Agreement Refinancing Facility Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Refinancing Term Loans or Replacement Revolving Credit Commitments shall not be earlier than the Maturity Date for the refinanced Loans, (ii) (x) there shall be no scheduled amortization of the Replacement Revolving Credit Commitments and (y) the Weighted Average Life to Maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans, (iii) the Credit Agreement Refinancing Facilities will rank pari passu or junior in right of payment and of security with the other Revolving Credit Loans and Commitments hereunder the Term Loans and shall benefit from the Guaranty on the same basis as the Revolving Credit Loans and the Term Loans, (but for iv) the avoidance of doubtinterest rate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Facilities shall be determined by the Borrower and the applicable Credit Agreement Refinancing Facility Lenders, (v) such Credit Agreement Refinancing Indebtedness may Facilities shall not be unsecured)incurred or guaranteed by any Person other than the Borrower and the Guarantors, respectively, and (iivi) will, to the extent permitted by the definition other terms and conditions of “such Credit Agreement Refinancing Indebtedness,” have such Facilities (excluding any amortization, collateral, pricing, interest rate margins (including “MFN” provisions)fees, rate floors, discounts, fees, premiums and optional prepayment terms) are substantially similar to, or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, not materially more favorable to the extent in Credit Agreement Refinancing Lenders than the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitmentsterms and conditions, participate in the paymenttaken as a whole, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, applicable to the extent in the form of Credit Agreement Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions Indebtedness (other than interest rate margins and commitment fees) identical to those covenants or other provisions solely applicable to periods after the Revolving Latest Maturity Date then in effect for the Credit Commitments and Revolving Agreement Refinanced Indebtedness).
(d) In connection with any Credit Loans being refinanced. The effectiveness of any Agreement Refinancing Amendment shall be subject toFacility pursuant to this Section 2.18, to the extent reasonably requested by Borrower, the Administrative Agent (or in the case of Revolving and each applicable Credit Commitments Agreement Refinancing Facility Lender shall execute and Revolving Credit Loans, the Revolver Agent), receipt by deliver to the Administrative Agent or Revolver Agentan Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Facilities, as applicableincluding, of reaffirmation agreements and without limitation, legal opinions, board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements, including any supplements or amendments to the Collateral Documents, consistent in all material respects with those delivered on the Closing DateRestatement Date under Section 4.01 and otherwise in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing Additional Credit Extension Amendment. Each of the parties hereto hereby agrees thatNotwithstanding Section 10.01, 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 Additional Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Extension Amendment may, without the consent of any other LendersLender, 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 the Borrower, to effect the provisions of this SectionSection 2.18, including any amendments necessary to establish the applicable Credit Agreement Refinancing Facility as a new Class of Term Loans or Revolving Credit Commitments (as applicable) and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Classes (including to preserve the pro rata treatment of the refinanced and non-refinanced Classes and to provide for the reallocation of participation in outstanding Letters of Credit and Swingline Loans upon the expiration or termination of the commitments under any Class), in each case on terms consistent with this Section 2.18. Upon effectiveness of any Replacement Revolving Credit Commitments pursuant to this Section 2.18, each Revolving Credit Lender with a Revolving Credit Commitment immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Replacement Revolving Lender, and each such Replacement Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such existing Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit and Swingline Loans held by each Revolving Credit Lender (including each such Replacement Revolving Lender) will equal its Aggregate Percentage of Revolving Credit Loans. If, on the date of such effectiveness, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall upon the effectiveness of such Replacement Revolving Credit Commitment be prepaid from the proceeds of additional Revolving Credit Loans made hereunder so that Revolving Credit Loans are thereafter held by the Revolving Credit Lenders (including each Replacement Revolving Lender) according to their Applicable Revolving Credit Percentage, which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
(be) This Section 2.18 After giving effect to any Replacement Revolving Credit Commitments, all borrowings under the Revolving Credit Commitments, all participations in Letters of Credit and all borrowings under Swing Line Loans and all repayments thereunder shall supersede be made on a pro rata basis among all Revolving Credit Commitments (including any provisions such Replaced Revolving Credit Commitments); provided that (A) any payments of Section 10.01 interest and fees may be at different rates applicable to such Class of Revolving Credit Commitments, (B) repayments may be made with respect to any Class of Revolving Credit Commitments on the applicable Maturity Date of such Class of Revolving Credit Commitments, without making repayments of any later maturing Class of Revolving Credit Commitments, (C) if any Class of Revolving Credit Commitments has a Maturity Date in advance of all other Classes of Revolving Credit Commitments, such Class of Revolving Credit Commitments may be terminated in full, with all Loans thereunder being prepaid in a manner that is not pro rata with other Revolving Credit Commitments, (D) with the consent of the L/C Issuers, the Letter of Credit Expiration Date may be extended to a date no later than seven (7) Business Days prior to the contraryMaturity Date of the Replacement Revolving Credit Commitments and (E) if any Class of Revolving Credit Commitments is terminated, participations in Letters of Credit which have not been drawn and in Swing Line Loans which are not then due, such participations may be reallocated to the Lenders holding Replacement Revolving Credit Commitments pursuant to procedures designated by the Administrative Agent and so long as after giving effect to such reallocation the Revolving Credit Exposure of any Lender does not exceed such Lender’s Revolving Credit Commitments.
Appears in 3 contracts
Sources: Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(b) On or after the Conversion Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Exit Revolving Facility Refinancing Indebtedness in respect of all or any portion of the obligations under the Exit Revolving Facility, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Exit Revolving Facility Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, and (ii) will have such pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as reflected in Annex I to Exhibit B of the DIP Revolving Credit Agreement and such other terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto. The effectiveness of any Refinancing Amendment shall not be subject to the review or consent of any Lender or Additional Lender other than any such Lender and Additional Lender party to such Refinancing Amendment. 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 Exit Revolving Facility Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(c) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 3 contracts
Sources: Refinancing and Incremental Facility Amendment (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Loans or Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities Term Loan Commitments or any Incremental Revolving Credit Loan Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Agreement) or any then outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Commitments or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, thereto and (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class 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) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinancedClass. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans Loans, Refinancing Term Loan Commitments or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(b) This Section 2.18 2.22 shall supersede any provisions of in Section 10.01 10.02 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Ping Identity Holding Corp.), Credit Agreement (Roaring Fork Holding, Inc.)
Refinancing Facilities. (a) At any The Borrowers may from time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to time by written notice to the extent agreed Administrative Agent elect to by such Lender request the establishment of one or Additional Lender in its sole discretionmore additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”) or one or more series of debt securities (“Refinancing Notes”), Credit Agreement Refinancing Indebtedness in respect of which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans (including any Incremental Term Loans or Extended Term Loans) under this Agreement selected by Borrower Agent; provided that such Refinancing Term Loans and/or Refinancing Notes may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans and/or Refinancing Notes; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to subsection 2.4 or 8.2 (and subsection 8.3 to the extent secured) and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of subsection 2.4 or 8.2 (and subsection 8.3 to the extent secured). Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrowers propose that the Refinancing Term Loans shall be made or the Refinancing Notes shall be issued, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) the weighted average life to maturity of such Refinancing Term Loans and/or Refinancing Notes shall not be shorter than the remaining weighted average life to maturity of the Term Loans being refinanced and the Refinancing Term Loans and/or Refinancing Notes shall not have a final maturity before the Maturity Date applicable to the Term Loans being refinanced;
(ii) such Refinancing Term Loans and/or Refinancing Notes shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment and redemption terms as may be agreed to by the Parent and the relevant Refinancing Term Loan Lenders (as defined below) and/or Refinancing Note Holders (as defined below); provided that with respect to Refinancing Term Loans or Refinancing Notes that are secured by Liens on the Collateral ranking on an equal priority basis (but without regard to the control of remedies) with the Liens on the Collateral securing the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding no holders of such Refinancing Term Loans or Refinancing Notes shall be permitted to share any mandatory prepayment or redemption on a more than ratable basis with the Term Loans;
(iii) such Refinancing Term Loans and/or Refinancing Notes shall not be guaranteed by any Person other than a Borrower or a Subsidiary Guarantor;
(iv) in the case of any such Refinancing Term Loans and/or Refinancing Notes that are secured such Refinancing Term Loans and/or Refinancing Notes are secured only by assets comprising Collateral, and not secured by any property or assets of a Borrower or any of its Subsidiaries other than the Collateral;
(v) all other terms applicable to such Refinancing Term Loans and/or Refinancing Notes (excluding pricing and optional prepayment or redemptions terms) shall either, at the option of the Borrower Agent, (I) be consistent with market terms and conditions (taken as a whole) at the time of Incurrence or effectiveness (as determined by the Borrower Agent in good faith), (II) be substantially identical to those applicable to the then outstanding Term Loans, or (III) (taken as a whole) be otherwise not materially more favorable to the Refinancing Revolving Credit Loans or Term Loan Lenders and/or Refinancing Revolving Credit Commitments in Note Holders than those applicable to the form then outstanding Term Loans, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date at the time of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitmentssuch refinancing, respectivelyexcept where the Lenders also receive the benefit of such more favorable terms), in each case, pursuant to a case as determined by the Borrower Agent in good faith; provided that Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Term Loans and/or Refinancing Indebtedness (i) will, to the extent secured, Notes may rank pari passu or junior in right of payment and of and/or security with the remaining Term Loans or may be unsecured so long as the holders of any Refinancing Term Loans and/or Refinancing Notes that are subordinated in right of payment and/or security are subject to an Additional Intercreditor Agreement (provided that a certificate of a Responsible Officer of Borrower Agent 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 conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Borrower Agent has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions (other than the terms and conditions of the Additional Intercreditor Agreement referred to in this clause (v), satisfy such requirement unless the Administrative Agent provides notice to Borrower Agent of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))).
(b) The Borrowers may approach any Lender or any other Borrower Agent that would be an Eligible Assignee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”) or Refinancing Notes (a “Refinancing Note Holder”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans and/or Refinancing Notes may elect or decline, in its sole discretion, to provide a Refinancing Term Loan or purchase Refinancing Notes. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and Commitments hereunder subject to the restrictions set forth in clause (but a) above, be designated as an increase in any previously established Tranche of Term Loans made to the Borrowers.
(c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by subsection 4.26(a) (including, for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition payment of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discountsinterest, fees, premiums amortization or premium in respect of the Refinancing Term Loans and prepayment Refinancing Notes on the terms specified by Borrower Agent) and hereby waive the requirements of this Agreement or redemption provisions and terms as any other Loan Document that may otherwise prohibit any transaction contemplated by subsection 4.26(a). The Refinancing Term Loans shall be agreed by established pursuant to an amendment to this Agreement among the Borrower Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders or Additional Lenders with respect thereto, providing such Refinancing Term Loans (iii) will, to the extent in the form of a “Refinancing Revolving Credit Loans or Term Loan Amendment”). The Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that the Borrower Notes shall be permitted established pursuant to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class Refinancing Notes Indenture which shall be consistent with a later maturity date than such Class and (iv) will, to the extent provisions set forth in the form of subsection 4.26(a). Each Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Term Loan Amendment shall be subject tobinding on the Lenders, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit LoansAgent, the Revolver Agent), receipt by Loan Parties party thereto and the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the other 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents as may be necessary or appropriateappropriate in the reasonable opinion of the Administrative Agent and Borrower Agent, to effect the provisions of this Section.
subsection 4.26, including in order to establish new Tranches or sub-Tranches in respect of the Refinancing Term Loans and such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in subsection 2.2 (b) This Section 2.18 insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall supersede reduce the pro rata share of any provisions of Section 10.01 such payment that would have otherwise been payable to the contraryLenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.
Appears in 2 contracts
Sources: Credit Agreement (Cumulus Media Inc), Credit Agreement (Cumulus Media Inc)
Refinancing Facilities. (a) At any time after the Closing Date, the The Borrower may obtainfrom time to time, from any Lender request (x) one or any Additional Lender (more new term loan facilities to the extent agreed to by such Lender or Additional Lender in its sole discretion), credit facilities under this Credit Agreement (the “Specified Refinancing Indebtedness in respect of Term Loans”) to refinance all or any portion of the any Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Credit Agreement and/or (which will be deemed y) one or more new revolving facilities to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding the credit facilities under this Credit Agreement to refinance all or a portion of any class of Revolving Loans (or any the “Specified Refinancing Revolving Credit Loans outstanding pursuant thereto)Loans”) or Revolving Commitments (the “Specified Refinancing Revolving Commitments” and together with any then outstanding Specified Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectivelythe “Specified Refinancing Facilities”), in each case, case pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreementprocedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower; provided, provided that such Credit Agreement Specified Refinancing Indebtedness Facilities: (i) will, to the extent secured, will rank pari passu or junior in right of payment and of security with as the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), hereunder; (ii) willwill not have obligors or contingent obligors that were not obligors or contingent obligors in respect of the Obligations; (iii) will be (A) unsecured or (B) secured by the Collateral on a pari passu or junior basis with the Obligations pursuant to an Acceptable Intercreditor Agreement that is reasonably satisfactory to the Administrative Agent and the Borrower; (iv) 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 weighted average life to maturity of, the Revolving Loans and/or Term Loans being refinanced, as applicable; (v) any Specified Refinancing Term Loan or Specified Refinancing Revolving Loan shall share ratably in any prepayments of the Loans pursuant to Section 2.05(b) (or otherwise provide for more favorable prepayment treatment for the then outstanding Loans other than the Specified Refinancing Term Loans); (vi) subject to clause (v) above, shall have terms and conditions that are the same as the Loan(s) being refinanced or, if not consistent with the terms of the Loan(s) being refinanced, shall be reasonably satisfactory to the Administrative Agent; (vii) no Event of Default shall have occurred and be continuing at the time such Specified Refinancing Facilities are incurred; and (viii) the Net Cash Proceeds of such Specified Refinancing Facilities shall be applied, substantially concurrently with the incurrence thereof, to the extent permitted by pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Sections 2.05 and 2.07, as applicable; provided, however, that such Specified Refinancing Facilities; (A) shall not have a principal or commitment amount greater than the definition of “Credit Agreement Refinancing Indebtedness,” have such pricingLoans being refinanced (excluding accrued interest, interest rate margins fees (including “MFN” provisionsoriginal issue discount and upfront fees), rate floors, discounts, fees, premiums or expenses) and prepayment (B) may provide for any additional or redemption different financial or other covenants or other provisions and terms as may be that are agreed by among the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to lenders thereof and applicable only during periods after the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments Maturity Date of any of the Loans that remain outstanding after giving effect to such Class Specified Refinancing Facilities or the date on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions which all non-refinanced Obligations (other than interest rate margins and commitment feescontingent non-refinanced Obligations with respect to which no claim has been made) identical are paid in full.
(b) The Borrower shall make any request for Specified Refinancing Facilities pursuant to those applicable a written notice to the Revolving Credit Commitments and Revolving Credit Loans Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Specified Refinancing Facilities may be provided by existing Lenders (it being refinanced. understood that existing Lenders are not required to provide such proposed Specified Refinancing Facilities) or Eligible Assignees in such respective amounts as the Borrower may elect.
(c) The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction (or waiver in accordance with Section 11.01) on the date thereof of each of the conditions set forth in clause (a) above and Section 5.02, and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof legal opinions, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent and/or reaffirmation agreements, including any supplements or amendments to the Credit Documents providing for such Specified Refinancing Facilities to be secured thereby, generally consistent, where applicable, with those delivered on the Closing DateFirst 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). The Lenders hereby authorize the Administrative Agent to enter into amendments to this Credit Agreement and the other Credit Documents with the Borrower as may be necessary or desirable in order to establish any Specified Refinancing Facilities and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Specified Refinancing Facilities, in each case on terms consistent with and/or to effect the provisions of this Section 2.17, it being understood and agreed that no Lender shall be required to consent to such amendment.
(d) Each class of Specified Refinancing Facilities incurred under this Section 2.17 shall be in an aggregate principal amount that is (i) not less than $25,000,000, or $5,000,000 increments in excess thereof or (ii) the amount required to refinance all of the applicable class of Loans and/or Commitments.
(e) The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each Notwithstanding anything to the contrary in Section 11.01, each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Specified Refinancing Indebtedness Facilities incurred pursuant thereto (including any amendments necessary to treat the Loans addition of such Specified Refinancing Facilities as separate facilities hereunder and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced treated in a manner consistent with such the credit facilities under this Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced being refinanced, including for purposes of prepayments and satisfied in all respectsvoting). Any Refinancing Amendment may, without the consent of any Person other Lendersthan the Borrower, the Administrative Agent, the Lenders providing such Specified Refinancing Facilities and, in the case of any Specified Refinancing Revolving Loans or Specified Refinancing Revolving Commitments, the L/C Issuers, effect such amendments to this Credit Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower to effect the provisions of or be consistent with this SectionSection 2.17.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Dycom Industries Inc), Credit Agreement (Dycom Industries Inc)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Loans or Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities Term Loan Commitments or any Incremental Revolving Credit Loan Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Agreement) or any then outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Commitments or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, thereto and (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinancedClass. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans Loans, Refinancing Term Loan Commitments or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(b) This Section 2.18 2.22 shall supersede any provisions of in Section 10.01 10.02 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Cvent Holding Corp.), Credit Agreement (Dragoneer Growth Opportunities Corp. II)
Refinancing Facilities. (a) At any time after the Closing Restatement Effective Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Agreement Refinancing Indebtedness in respect of (A) all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which for purposes of this clause (A) will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Term Commitments) or and any then outstanding Refinancing Term Loans or (B) all or any then outstanding portion of the Revolving Loans (or unused Revolving Commitments or any Incremental Loans or unused Incremental Revolving Commitments or any unused Refinancing Revolving Credit Commitment of Refinancing Revolving Loans) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Commitments or (y) Refinancing Revolving Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectivelyas the case may be, in each case, case pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” will have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums pricing and optional prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect theretothereof, (iii) will, (x) with respect to the extent in the form of any Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in will have a maturity date that is not prior to the payment, borrowing, participation maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and commitment reduction provisions herein on a pro rata basis (y) with respect to any then outstanding Revolving Credit Refinancing Term Loans and Revolving Credit or Refinancing Term Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on will have a better than a pro rata basis as compared to any other Class with a later maturity date than such Class 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) willwill have such pricing, to premiums, optional prepayment terms and financial covenants as may be agreed by the extent in Borrower and the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments Lenders thereof and unless the Required Revolving Credit Lenders shall (v) will have consented thereto, have other terms and conditions (other than interest rate margins and commitment fees) that are substantially identical to those (or in the case of Refinancing Notes are on market terms or are substantially identical to), or (taken as a whole) are no more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than the Refinanced Debt; provided, further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Revolving Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Commitments and Revolving Credit Loans being refinancedAgreement Refinancing Indebtedness is issued, Incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 6.1 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof legal opinions, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing DateRestatement 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 Tranche of Credit Agreement Refinancing Indebtedness Incurred under this Section 4.19 shall be in an aggregate principal amount that is (x) not less than $100,000,000 in the case of Refinancing Term Loans or $50,000,000 in the case of Refinancing Revolving Loans and (y) an integral multiple of $50,000,000 in excess thereof in the case of Refinancing Term Loans or $25,000,000 in excess thereof in the case of Refinancing Revolving Loans. 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 Refinancing 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 and in each case with the consent of the applicable issuing lenders and swingline lenders. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred Incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Loans, Refinancing Revolving Credit Loan Commitments and/or Refinancing Term Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of 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 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, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.18 4.19 shall supersede any provisions of in Section 10.01 4.8 or Section 11.1 to the contrary.
Appears in 2 contracts
Sources: Incremental Commitment Agreement and Second Amendment (KAR Auction Services, Inc.), Amendment and Restatement Agreement (KAR Auction Services, Inc.)
Refinancing Facilities. (a) At any time after the Closing DateOn one or more occasions, the Borrower may obtain, from any Lender or any Additional Lender (other bank or financial institution or other institutional lender or investor that would constitute an Eligible Assignee if it were purchasing Loans hereunder and that agrees to the extent agreed to by such Lender provide any portion of Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments, or Additional Lender in its sole discretion)Other Revolving Loans, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Term Commitments, respectivelyRefinancing Term Loans, Other Revolving Commitments or Other Revolving Loans, in each case, case pursuant to a Refinancing AmendmentAmendment in accordance with this Section 2.17 (each, together with any applicable Customary Intercreditor Agreement an “Additional Refinancing Lender”); provided that (i) the Administrative Agent and each L/C Issuer shall have consented (such consent not to be unreasonably withheld, conditioned, or other customary subordination agreementdelayed) to such Lender’s or Additional Refinancing Lender’s providing such Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans to the extent such consent, if any, would be required under Section 10.06 for an assignment of Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments, or Other Revolving Loans, as applicable, to such Lender or Additional Refinancing Lender; provided, further, that such Credit Agreement Refinancing Indebtedness the following terms are satisfied:
(i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other any Refinancing Term Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class or on a better less than a pro rata basis (but not on a greater than pro rata basis) as compared to among the various Classes of Term Loans (in accordance with the respective outstanding principal amounts thereof) in any other Class with a later maturity date than such Class and (iv) willvoluntary or mandatory repayments or prepayments of Term Loans hereunder, to the extent as specified in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.;
Appears in 2 contracts
Sources: Credit Agreement (Turning Point Brands, Inc.), Credit Agreement (Bellring Brands, Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtainshall have the right to refinance, from any Lender or any Additional Lender renew and/or replace
(to i) all of the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect Term A Loans then outstanding,
(ii) all of the Term B Loans then outstanding and/or
(iii) all or any portion of the Term Loans, Prepetition Subsidiary Debt, any Revolving Credit Loans and/or Revolving Credit Loan Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities in effect or any Incremental outstanding Revolving Credit Commitments then outstanding under this Agreement Loans (or including any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and Refinancing Revolving Loans) (clauses (i), (ii) and (iii) above, together, “Refinanced Debt”) with (x) (A) in the case of clause (i) or clause (ii) above, one or more new term loan facilities established hereunder by adding one or more new term loan commitments (each such commitment, a “Refinancing Term Loan Commitment”, and the loans made thereunder, “Refinancing Term Loans”) and (B) in the case of clause (iii) above, one or more new revolving credit facilities established hereunder by adding one or more new revolving credit commitments (each such commitment, a “Refinancing Revolving Credit Commitment”, and the loans made thereunder, “Refinancing Revolving Loans”) or (y) other Indebtedness in the form of one or more series of notes or loans (such other notes or loans, “Other Permitted Refinancing Revolving Debt”, and clauses (x) and (y) above, together, “Credit Loans or Agreement Refinancing Revolving Credit Commitments, respectively, in each caseIndebtedness”), pursuant to a Refinancing Amendment, together with provided that:
(iv) any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank that ranks pari passu or junior in right of payment and security will be subject to the Pari Passu Intercreditor Agreement or the Junior Lien Intercreditor Agreement, as applicable;
(v) no Refinancing Term Loans or Other Permitted Refinancing Debt will have a maturity date that is prior to the latest maturity date applicable to the Refinanced Debt being refinanced thereby, nor a shorter Weighted Average Life to Maturity than, the Refinanced Debt being refinanced thereby;
(vi) no Refinancing Revolving Loans will have a maturity date (nor will the revolving credit facility in respect thereof require commitment reductions) prior to the maturity date of security with the other Loans and Commitments hereunder Refinanced Debt being refinanced thereby;
(but for the avoidance of doubt, vii) such Credit Agreement Refinancing Indebtedness may be unsecuredwill have such pricing (including interest, fees and premiums), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums optional prepayment and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, lenders thereof;
(iiiviii) will, to any Credit Agreement Refinancing Indebtedness that is secured shall not be secured by assets other than Collateral;
(ix) any Credit Agreement Refinancing Indebtedness that is guaranteed shall not be guaranteed by any Person other than the extent in the form of Subsidiary Guarantors;
(x) such Credit Agreement Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, Indebtedness will have terms and conditions (other than interest rate margins and commitment feesthose described in clauses (ii) through (vi) of this proviso) that are substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the lenders providing such Credit Agreement Refinancing Indebtedness than, those applicable to the Revolving Refinanced Debt being refinanced thereby (except for covenants or other provisions applicable only to periods after the latest Maturity Date at the time such Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness Agreement Refinancing Indebtedness is incurred);
(xi) the aggregate principal amount of any Credit Agreement Refinancing Amendment Indebtedness shall be subject tonot exceed the aggregate principal amount of the Refinanced Debt being refinanced thereby, plus any interest, premiums, fees and expenses, or to the extent reasonably requested otherwise permitted under this Agreement; and
(xii) no Refinancing Term Loans shall share more favorably than ratably in any mandatory prepayments hereunder.
(b) Any Credit Agreement Refinancing Indebtedness may be provided by the Administrative Agent any Lender or any Augmenting Lender. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.22 shall be in an aggregate principal amount that is (i) not less than $10,000,000 (or in integral multiples of $5,000,000 in excess thereof) in the case of Revolving Credit Refinancing Term Loans and Refinancing Term Loan Commitments and Revolving Credit Loans, the Revolver Agent(ii) not less than $5,000,000 (or in integral multiples of $1,000,000 in excess thereof), receipt by in each case, or such other amount of the Administrative Agent or Revolver Agent, as applicable, total outstanding amount of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. Refinanced Debt.
(c) The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans Loans, Refinancing Term Loan Commitments or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, 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 issued under any Refinanced Debt shall be reallocated to the Lenders under the Credit Agreement Refinancing Indebtedness refinancing such Refinanced Debt accordance with the terms of such Refinancing Amendment.
(bd) This Section 2.18 Section 2.22 shall supersede any provisions of Section 10.01 in Section 2.11, 9.03 or 12.02 to the contrary.
Appears in 2 contracts
Sources: Incremental Term Loan Amendment and Refinancing Amendment (Energizer Holdings, Inc.), Credit Agreement (Energizer Holdings, Inc.)
Refinancing Facilities. Upon at least ten Business Days’ prior notice to the Administrative Agent (awhich shall promptly notify the Lenders) At and subject to the terms and conditions of this Section 2.23, at any time after the Closing Effective Date, the Borrower may obtainsolicit the existing Lenders or prospective lenders determined by the Borrower to provide one or more new unsecured term facilities (each, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement a “Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Facility”) or any then outstanding Refinancing Term Loans or any then outstanding new unsecured revolving credit facilities (each a “Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing AmendmentFacility” and, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; providedRefinancing Term Facility, that such Credit Agreement collectively, the “Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecuredFacilities”), or with one or more additional series of senior unsecured notes or loans (ii) willand such notes or loans, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisionsNotes”), rate floorsin each case to refinance one or more Classes of Loans and/or Commitments hereunder, discounts, fees, premiums and prepayment or redemption provisions and all on terms as may be agreed by the Borrower and the Lenders lender(s) or Additional Lenders with respect thereto, purchaser(s) providing the applicable Refinancing Facility or Refinancing Notes; provided that:
(i) no Event of Default exists or would exist after giving effect to the incurrence or issuance of such Refinancing Facility or Refinancing Notes;
(ii) [reserved];
(iii) will, any Refinancing Term Facility or Refinancing Notes will not mature prior to the extent in stated maturity date of, or have a shorter weighted average life than, Loans under the form of Refinancing Revolving Credit Loans Classes being refinanced (without giving effect to prepayments) (or Refinancing if later, one year after the final stated expiration date applicable to the then existing Revolving Credit Commitments), participate in the paymentor, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 respect to any Refinancing Notes, have mandatory prepayment provisions (other Class with a later maturity date than related to customary asset sale, similar events and change of control offers) that would result in mandatory prepayment of such Class and Refinancing Notes prior to, the Loans under the Classes being refinanced,
(iv) will, any Refinancing Revolving Facility does not expire prior to the extent in expiration date of the form revolving Commitments being refinanced,
(v) the aggregate principal amount of any Refinancing Revolving Credit Loans Facility or Refinancing Revolving Credit Commitments Notes shall not be greater than the aggregate principal amount of the Classes being refinanced or replaced, plus any fees, premiums, original issue discount and unless the Required Revolving Credit Lenders shall have consented accrued interest associated therewith and costs and expenses related thereto, have terms and conditions such Classes being refinanced or replaced will be permanently reduced concurrently with the issuance thereof,
(vi) any Refinancing Facility or Refinancing Notes shall not be guaranteed by any Person other than interest rate margins the Guarantors under the Classes being refinanced or replaced, and
(vii) the covenants and commitment fees) identical to those applicable to events of default of such Refinancing Facility or Refinancing Notes, if not consistent with the terms of the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment Facility, shall be subject to, reasonably satisfactory to the extent reasonably requested by the Administrative Agent (or in the case it being understood that covenants and events of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as default not materially more restrictive to the effectiveness of each Refinancing Amendment. Each of Borrower, when taken as a whole, than 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term initial Revolving Loans, Refinancing and any more-restrictive covenants and events of default if (1) Lenders under the Revolving Credit Loans Facility also receive the benefit of such more restrictive terms or Refinancing (2) any such provisions apply after the expiration date of the Revolving Credit Loan CommitmentsFacility, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied are in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 each case reasonably satisfactory to the contrary.Administrative Agent);
Appears in 2 contracts
Sources: Credit Agreement (Huntington Ingalls Industries, Inc.), Credit Agreement (Huntington Ingalls Industries, Inc.)
Refinancing Facilities. (a) At any time after After the Closing Funding Date, the Borrower may obtain, obtain from any Lender (but with the consent of the Administrative Agent (not to be unreasonably withheld or any Additional Lender (delayed)) to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of refinance all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit applicable Loans and/or Revolving Credit or Commitments then outstanding under this Agreement (which for purposes of this Section 2.18 will be deemed to include any then outstanding Incremental Refinancing Facilities), one or more new senior secured first lien term facilities (each, a “Refinancing Term Loans under Facility” and the term loans made pursuant to a Refinancing Term Facility, “Refinancing Term Loans”) or, in the case of a refinancing and/or replacement of the Revolving Commitments or Revolving Loans, new revolving credit facilities (each, a “Refinancing Revolving Facility” and, together with any Incremental Facilities Refinancing Term Facility, a “Refinancing Facility” or any Incremental the “Refinancing Facilities”, and the revolving loans made pursuant to a Refinancing Revolving Credit Commitments then outstanding under this Agreement Facility, “Refinancing Revolving Loans”); provided that:
(or any Revolving Credit Loans outstanding pursuant thereto)a) or any then outstanding the Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit CommitmentsLoans, respectivelyas applicable, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank will be pari passu or junior in right of payment and of security be secured by the Collateral on a pari passu basis with the other remaining portion of the Term Loans, Revolving Loans and Commitments hereunder Revolving Commitments;
(but for the avoidance of doubtb) with respect to any Refinancing Term Facility, such Credit Agreement Refinancing Indebtedness may Term Facility shall not (i) have a maturity date that is earlier than ninety-one (91) days after the maturity date of the Term Loans being refinanced by such Refinancing Term Facility or (ii) have a shorter Weighted Average Life to Maturity than the Term Loans being refinanced by such Refinancing Term Facility, and in no event shall the Refinancing Term Facility be unsecured)permitted to be voluntarily or mandatorily prepaid prior to repayment of all existing Term Loans that survive the initial funding of such Refinancing Term Facility, unless accompanied by ratable prepayment of all Term Loans;
(c) with respect to any Refinancing Revolving Facility, (i) such Refinancing Revolving Facility shall not have a maturity date that is earlier than the maturity date of the Revolving Loans or Revolving Commitments being refinanced by such Refinancing Revolving Facility, (ii) willsuch Refinancing Revolving Facility shall require no scheduled amortization or mandatory commitment reduction prior to the maturity date of any existing Revolving Commitments that survive the initial funding of the Refinancing Revolving Facility and (iii) any Refinancing Revolving Facility will be subject to the same pro rata (or in the case of prepayment, pro rata or less than pro rata, but not greater than pro rata) borrowing, Letter of Credit participations, Swing Line Loan participations and prepayment and Commitment reduction provisions as the existing Revolving Commitments that survive the initial funding of the Refinancing Revolving Facility (except to the extent permitted by applicable only to periods after the definition latest final maturity date of “Credit Agreement the relevant Loans or Commitments existing at the time of such refinancing or replacement);
(d) such Refinancing Indebtedness,” Facility shall have such pricing, interest rate margins pricing (including “MFN” provisionsinterest, fees and premiums), rate floors, discounts, fees, premiums optional prepayment and prepayment or redemption provisions and terms as may be agreed to by the Borrower and the Lenders or Additional Lenders with respect party thereto, except as provided herein;
(iiie) will, to such Refinancing Facility shall not be secured by any assets other than the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of Collateral;
(f) if any such Class on a better Refinancing Facility is guaranteed, it shall not be guaranteed by any Person other than a pro rata basis as compared to the Guarantors;
(g) if any other Class with a later maturity date than such Class Refinancing Facility will provide for the issuance or extension of Letters of Credit or the making of Swing Line Loans, then the Issuing Bank and (iv) willthe Swing Line Lender, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders respectively, shall have consented theretoto such Refinancing Facility;
(h) the other terms (excluding those referenced in clauses (a) through (g) above and excluding pricing, have terms fee and conditions prepayment or redemption provisions) of such Refinancing Facility shall be substantially identical to, or (other taken as a whole) no more favorable to the Lenders providing such Refinancing Facility than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Loans or Commitments and Revolving Credit being refinanced or replaced (except for covenants or other provisions applicable only to periods after the latest final maturity date of the relevant Loans being refinanced. The effectiveness or Commitments existing at the time of such refinancing or replacement); and
(i) the aggregate principal amount of any Refinancing Amendment Facility shall be subject to, to not exceed the extent reasonably requested by the Administrative Agent (or in the case aggregate principal amount of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as being refinanced or replaced therewith, plus reasonable and customary interest, premiums, fees and expenses. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without Facility permitted by the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions terms of this SectionAgreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (AdaptHealth Corp.), Credit Agreement (AdaptHealth Corp.)
Refinancing Facilities. (a) At The Borrower may by written notice to the Administrative Agent elect to request the establishment of (i) one or more additional tranches or Classes of term loans under this Agreement (“Refinancing Term Loans”) or one or more series of debt securities (“Refinancing Notes”), which refinance, renew, replace, defease or refund (collectively, “Refinance”) one or more Classes of Term Loans under this Agreement or (ii) one or more additional revolving facilities under this Agreement providing for revolving commitments (“Refinancing Revolving Credit Commitments” and the revolving loans thereunder, “Refinancing Revolving Loans”) which Refinances one or more Classes of Revolving Credit Commitments (and Revolving Credit Loans thereunder) under this Agreement; provided that:
(i) no Default or Event of Default has occurred and is continuing or would result therefrom;
(ii) the principal amount of such Refinancing Debt or Refinancing Revolving Credit Commitments may not exceed the aggregate principal amount of the Term Loans or Revolving Credit Commitments being Refinanced plus accrued and unpaid interest thereon, any time prepayment premiums applicable thereto and reasonable fees and expenses incurred in connection therewith;
(iii) the final maturity date of such Refinancing Debt or Refinancing Revolving Credit Commitments shall not be earlier than the maturity date of the Term Loans (or, in the case of any unsecured or junior lien Refinancing Debt, no earlier than the date that is 91 days after the Closing Datelatest final maturity date of the Term Loans existing at the time of such refinancing or replacement) or Revolving Credit Commitments being Refinanced, and the Weighted Average Life to Maturity of such Refinancing Debt shall be no earlier than the then remaining Weighted Average Life to Maturity of each Class of Term Loans being refinanced;
(iv) the other terms and conditions of such Refinancing Debt or Refinancing Revolving Credit Commitments (except as otherwise provided in clause (iii) above and with respect to pricing, interest rate margins, premiums, discounts, fees, rate floors and optional prepayment or redemption terms), taken as a whole shall (as reasonably determined by the Borrower) be substantially similar to, or (taken as a whole) not materially less favorable to the Borrower and its Subsidiaries than, the Borrower may obtainterms, from any Lender taken as a whole, applicable to Term Loans or any Additional Lender (Revolving Credit Commitments being Refinanced, except to the extent agreed such covenants and other terms apply solely to by such Lender any period after the latest final Term Loan Maturity Date or Additional Lender in its sole discretion), Revolving Credit Agreement Refinancing Indebtedness in respect of all or any portion Maturity Date of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement being Refinanced (which will be deemed to include or, in the case of any then outstanding Incremental unsecured or junior lien Refinancing Debt, after the date that is 91 days after such latest final Term Loans under any Incremental Facilities Loan Maturity Date or any Incremental Revolving Credit Maturity Date);
(v) the proceeds of such Refinancing Debt, Refinancing Revolving Credit Commitments then or Refinancing Revolving Loans shall be applied, concurrently or substantially concurrently with the incurrence thereof (in accordance with Section 4.4(b)(i)), solely to the repayment of the outstanding under this Agreement (amount of one or any more Classes of Term Loans or permanently reduce one or more Classes of Revolving Credit Loans outstanding pursuant thereto)Commitments and Revolving Credit Loans, as the case may be, being Refinanced thereby;
(vi) or any then outstanding each Class of Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (or such other amount necessary to repay or replace any Class of outstanding Term Loans or Refinancing Revolving Credit Commitments in the form of full);
(vii) no Subsidiary that is not also a Subsidiary Guarantor may be a borrower or a guarantor with respect to such Refinancing Debt, Refinancing Revolving Credit Loans or Commitments and/or Refinancing Revolving Loans;
(viii) Refinancing Debt, Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Commitments and/or Refinancing Amendment, together with any applicable Customary Intercreditor Agreement Revolving Loans may be unsecured or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to may only be secured by the extent secured, Collateral and may rank pari passu or junior in right of payment and of and/or security with the other remaining Revolving Credit Commitments, Revolving Credit Loans and and/or Term Loans, so long as the holders of any Refinancing Debt, Refinancing Revolving Credit Commitments hereunder and/or Refinancing Revolving Loans that are junior in right of payment and/or security are subject to an Acceptable Intercreditor Agreement;
(but for the avoidance ix) such Refinancing Debt or Refinancing Revolving Credit Commitments shall not be secured by any asset of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and its Subsidiaries other than the Lenders or Additional Lenders with respect thereto, Collateral;
(iiix) will, to the extent in the form case of Refinancing Revolving Credit Loans or any Refinancing Revolving Credit Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Credit Commitments then in effect shall be terminated, and all the Revolving Credit Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit may continue to be outstanding hereunder), and the aggregate amount of such Refinancing Revolving Credit Commitments does not exceed the aggregate amount of the Revolving Credit Commitments so terminated; and
(xi) any mandatory prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in the payment, borrowing, participation and commitment reduction provisions herein any mandatory prepayment on a pro rata basis with any then outstanding Revolving Credit Class of existing Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans and Revolving Credit Commitmentsthan to the Lenders holding such Class of Term Loans.
(b) Each such notice shall specify the date (each, except a “Refinancing Effective Date”) on which the Borrower proposes that the Borrower shall Refinancing Debt 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) will, to made or the extent in the form of Refinancing Revolving Credit Commitments shall become effective, which shall be a date not less than three (3) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent.
(c) The Borrower may approach any Lender or any other Person that would be an Eligible Assignee of the applicable Class of Loans or Commitments pursuant to Section 12.9(b) to provide all or a portion of the Refinancing Term Loans or Refinancing Revolving Credit Commitments and unless (a “Refinancing Lender”); provided that any Lender offered or approached to provide all or a portion of the Required Revolving Credit Lenders shall have consented theretoRefinancing Term Loans may elect or decline, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject toin its sole discretion, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as provide a Refinancing Term Loans, Loan. Any Refinancing Revolving Credit Term Loans or Refinancing Revolving Credit Loan Commitment made on any Refinancing Effective Date shall be designated a series (a “Refinancing Series”) of Refinancing Term Loans or Refinancing Revolving Credit Commitments for all purposes of this Agreement; provided that (i) any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Refinancing Series of Refinancing Term Loans made to the Borrower and (ii) any Refinancing Revolving Credit Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Refinancing Series of Refinancing Revolving Credit Commitments.
(d) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 5.16 (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans and Refinancing Revolving Credit Commitments, as applicableand Refinancing Revolving Loans on the terms specified by the Borrower) and hereby waive the requirements of this Agreement (including, but not limited to, Section 5.6 and Section 12.2) or any Indebtedness being replaced other Loan Document that may otherwise prohibit such Refinance or refinanced with such any other transaction contemplated by this Section 5.16. The Refinancing Term Loans and Refinancing Revolving Credit Agreement Refinancing Indebtedness Commitments shall be deemed permanently reduced established pursuant to an amendment to this Agreement among the Borrower and satisfied the applicable Refinancing Lenders providing such Refinancing Term Loans or Refinancing Revolving Credit Commitments (a “Refinancing Amendment”) which shall be consistent with the provisions set forth in all respectsthis Section 5.16. Any The Refinancing Notes shall be established pursuant to documentation which shall be consistent with the provisions set forth in Section 5.16(a). Each Refinancing Amendment mayshall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lenders, effect such Lender (except with respect to Refinancing Revolving Credit Commitments as provided above) and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents as may be necessary or appropriateappropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 5.16, including in order to establish new tranches or sub-tranches in respect of the Refinancing Term Loans or Refinancing Revolving Credit Commitments and Refinancing Revolving Loans and such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 4.3(a) (insofar as such schedule relates to payments due to Lenders, the Term Loans of which are Refinanced; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not Refinanced). The Administrative Agent shall be permitted, and is hereby authorized, to enter into such Refinancing Amendments with the Borrower to effect the foregoing. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of conditions as may be required by the Refinancing Lenders providing such Refinancing Amendment.
(be) This Section 2.18 If any Refinancing Revolving Credit Commitment is designated as an increase in any previously established Refinancing Revolving Credit Commitment, on the Refinancing Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Refinancing Lenders with Refinancing Revolving Credit Commitments of such Refinancing Series shall supersede purchase from each of the other Lenders with Refinancing Revolving Credit Commitments of such Refinancing Series, at the principal amount thereof and in the applicable currencies, such interests in the Revolving Credit Loans under such Refinancing Revolving Credit Commitments outstanding immediately prior to such Refinancing as shall be necessary in order that, after giving effect to all such assignments and purchases, the Refinancing Revolving Loans of such Refinancing Series will be held by Refinancing Lenders thereunder ratably in accordance with the percentage of the total Refinancing Revolving Credit Commitments of all Refinancing Lenders represented by each such Refinancing ▇▇▇▇▇▇’s Refinancing Revolving Credit Commitment. After giving effect to any Refinancing Revolving Credit Commitments, all outstanding Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with a Revolving Credit Commitment in accordance with their revised Revolving Credit Commitment Percentages.
(f) The Administrative Agent is authorized to enter into any Acceptable Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements) and to take all actions (and execute all documents) required (or otherwise deemed advisable by the Administrative Agent) in connection with the incurrence by any Credit Party of any Refinancing Debt, in order to permit such Refinancing Debt to be secured by a valid, perfected lien and the parties hereto acknowledge that any Acceptable Intercreditor Agreement will be binding upon them. Each Lender (i) hereby agrees that it will be bound by and will take no actions contrary to the provisions of Section 10.01 any Acceptable Intercreditor Agreement and (ii) hereby authorizes and instructs the Administrative Agent to enter into any Acceptable Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements) in connection with the incurrence by any Credit Party of any Refinancing Debt, in order to permit such Refinancing Debt to be secured by a valid, perfected lien and to subject the Liens on the Collateral securing the Secured Obligations to the contraryprovisions thereof.
(g) Notwithstanding the terms of Sections 5.13, 5.16 and 5.17, in no event shall there be more than (i) four (4) tranches of revolving facilities in the aggregate in effect at any time (including the Revolving Credit Commitments, any Extended Revolving Credit Commitments and any Refinancing Revolving Credit Commitments) and (ii) six (6) tranches of term loans (including the Initial Term Loan, any Extended Term Loans, any Incremental Term Loans and any Refinancing Term Loans), in each case under this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Switch, Inc.), Credit Agreement (Switch, Inc.)
Refinancing Facilities. (a) At any time On one or more occasions after the Closing Date, the Borrower may may, subject to the consent of Informa Group Holdings Limited in its sole discretion (solely so long as Informa Group Holdings Limited or any of its Affiliates is a Lender) obtain, in each case, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Specified Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Loans and the Revolving Credit Loans and/or (or unused Revolving Credit Commitments Commitments) then outstanding under this Credit Agreement (which for purposes of this Section 2.13(a) will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Specified Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments Incremental Term Loans), in the form of Specified Refinancing Term Loans, Specified Refinancing Term Loan Commitments, Specified Refinancing Revolving Credit Loans Commitments or Specified Refinancing Revolving Credit Commitments, respectively, in each case, Loans pursuant to a Specified Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, notwithstanding anything to the extent securedcontrary in this Section 2.13 or otherwise, rank pari passu or junior in right (1) the borrowing and repayment (except for (A) payments of payment interest and of security with the other Loans fees at different rates on Specified Refinancing Revolving Commitments (and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecuredrelated outstandings), (iiB) will, repayments required upon the maturity date of the Specified Refinancing Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to the extent permitted by the definition clause (3) below)) of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders Loans with respect thereto, (iii) will, to the extent in the form of Specified Refinancing Revolving Credit Loans or Commitments after the date of obtaining any Specified Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein Commitments shall be made on a pro rata basis with all other Revolving Commitments, (2) [reserved], (3) the permanent repayment of Revolving Loans with respect to, and termination of, Specified Refinancing Revolving Commitments after the date of obtaining any then outstanding Specified Refinancing Revolving Credit Loans and 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 later maturity date than such Class and (iv4) will, to the extent in the form assignments and participations of Specified Refinancing Revolving Credit Loans or Commitments and Specified Refinancing Revolving Credit Commitments Loans shall be governed by the same assignment and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those participation provisions applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness Loans.
(b) Each issuance of any Refinancing Amendment Indebtedness under Section 2.13(a) shall be subject to, to the extent reasonably requested by the Administrative Agent in an aggregate principal amount that is (or x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. excess thereof.
(c) Each of the parties hereto hereby agrees that, upon that this Credit Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Specified 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such this Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, the other Loan Documents consistent with the provisions and intent of Section 10.2 (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.13, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Specified Refinancing Amendment.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (TechTarget, Inc.), Credit Agreement (TechTarget Holdings Inc.)
Refinancing Facilities. (a) At any time after After the Closing Date, the Borrower Borrowers may obtain, obtain from any Lender (but with the consent of the Administrative Agent (not to be unreasonably withheld or any Additional Lender (delayed)) to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of refinance all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit applicable Loans and/or Revolving Credit or Commitments then outstanding under this Agreement (which for purposes of this Section 2.17 will be deemed to include any then outstanding Incremental Refinancing Facilities), one or more new senior secured first lien term facilities (each, a “Refinancing Term Loans under Facility” and the term loans made pursuant to a Refinancing Term Facility, “Refinancing Term Loans”) or, in the case of a refinancing and/or replacement of the Revolving Commitments or Revolving Loans, new revolving credit facilities (each, a “Refinancing Revolving Facility” and, together with any Incremental Facilities Refinancing Term Facility, a “Refinancing Facility” or any Incremental the “Refinancing Facilities”, and the revolving loans made pursuant to a Refinancing Revolving Credit Commitments then outstanding under this Agreement Facility, “Refinancing Revolving Loans”); provided, that:
(or any Revolving Credit Loans outstanding pursuant thereto)a) or any then outstanding the Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit CommitmentsLoans, respectivelyas applicable, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank will be pari passu or junior in right of payment and of security be secured by the Collateral on a pari passu basis with the other remaining portion of the Term Loans, Revolving Loans and Commitments hereunder Revolving Commitments;
(but for the avoidance of doubtb) with respect to any Refinancing Term Facility, such Credit Agreement Refinancing Indebtedness may Term Facility shall not (i) have a maturity date that is earlier than ninety-one (91) days after the maturity date of the Term Loans being refinanced by such Refinancing Term Facility or (ii) have a shorter Weighted Average Life to Maturity than the Term Loans being refinanced by such Refinancing Term Facility, and in no event shall the Refinancing Term Facility be unsecured)permitted to be voluntarily or mandatorily prepaid prior to repayment of all existing Term Loans that survive the initial funding of such Refinancing Term Facility, unless accompanied by ratable prepayment of all Term Loans;
(c) with respect to any Refinancing Revolving Facility, (i) such Refinancing Revolving Facility shall not have a maturity date that is earlier than the maturity date of the Revolving Loans or Revolving Commitments being refinanced by such Refinancing Revolving Facility, (ii) will, such Refinancing Revolving Facility shall require no scheduled amortization or mandatory commitment reduction prior to the extent permitted by maturity date of any existing Revolving Commitments that survive the definition initial funding of “Credit Agreement the Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums Revolving Facility and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, any Refinancing Revolving Facility will be subject to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a same pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of prepayment, pro rata or less than pro rata, but not greater than pro rata) borrowing, Letter of Credit participations, Swingline Loan participations and prepayment and Commitment reduction provisions as the existing Revolving Commitments that survive the initial funding of the Refinancing Revolving Facility (except to the extent applicable only to periods after the latest final maturity date of the relevant Loans or Commitments existing at the time of such refinancing or replacement);
(d) such Refinancing Facility shall have pricing (including interest, fees and premiums), optional prepayment and redemption terms as may be agreed to by the Borrowers and the Lenders party thereto, except as provided herein;
(e) such Refinancing Facility shall not be secured by any assets other than the Collateral;
(f) if any such Refinancing Facility is guaranteed, it shall not be guaranteed by any Person other than the Guarantors;
(g) if any such Refinancing Facility will provide for the issuance or extension of Letters of Credit Commitments and Revolving Credit or the making of Swingline Loans, then the Revolver Agent), receipt by the Administrative Agent L/C Issuer (or Revolver Agent, as if applicable, of reaffirmation agreements Support Provider) and board resolutionsthe Swingline Lender, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicablerespectively, shall promptly notify each Lender have consented to such Refinancing Facility;
(h) the other terms (excluding those referenced in clauses (a) through (g) above and excluding pricing, fee and prepayment or redemption provisions) of such Refinancing Facility shall be substantially identical to, or (taken as a whole) no more favorable to the effectiveness of each Lenders providing such Refinancing Amendment. Each Facility than those applicable to the Loans or Commitments being refinanced or replaced (except for covenants or other provisions applicable only to periods after the latest final maturity date of the parties hereto hereby agrees that, upon relevant Loans or Commitments existing at the effectiveness time of such refinancing or replacement);
(i) the aggregate principal amount of any Refinancing Amendment, this Agreement Facility shall be deemed amended to not exceed the extent (but only to the extent) necessary to reflect the existence and terms aggregate principal amount of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as being refinanced or replaced therewith, plus reasonable and customary interest, premiums, fees and expenses; and
(j) any Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and Facility held by any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness Affiliated Lender shall be deemed permanently reduced subject to the same restrictions applicable to assignments to such Persons as are set forth in Section 12.07 (including voting restrictions, the prohibition on holding Revolving Commitments and satisfied an aggregate cap on the amount of Term Loans held by such Person). Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all respects. Any or a portion of its Loans in connection with any Refinancing Amendment may, without Facility permitted by the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions terms of this SectionAgreement, pursuant to a cashless settlement mechanism approved by the Borrowers, the Administrative Agent and such Lender.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (AdaptHealth Corp.), Credit and Guaranty Agreement (AdaptHealth Corp.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower Borrowers or any Guarantor may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Term Loan Commitments) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Term Loans or Refinancing Revolving Credit Term Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with the Intercreditor Agreement and any applicable Customary Pari Intercreditor Agreement and/or Other Intercreditor Agreement or other customary subordination agreement; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), and (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the applicable Borrower and the Lenders or Additional Lenders with respect thereto; provided, (iii) willthat, to the extent in the form event that only a portion of Refinancing Revolving Credit the Term Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving under this Agreement are refinanced pursuant to Credit Loans and Revolving Credit CommitmentsAgreement Refinancing Indebtedness, 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) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable of such Credit Agreement Refinancing Indebtedness shall be subject to the Revolving Credit Commitments and Revolving Credit Loans being refinancedConsistent Terms Requirement. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Term Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of the Administrative Agent (except to the extent affecting the rights and duties of, or any fees or other Lendersamounts payable to, the Administrative Agent) or any Lenders other than any Lenders providing such Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section. The Borrower Agent shall provide the Administrative Agent written notice (including via email) no later than two Business Days prior to the execution and delivery of any Refinancing Amendment, and the Administrative Agent hereby agrees to (and is directed by each Lender to) acknowledge such Refinancing Amendment as promptly as practicable following such written notice; it being acknowledged and agreed by each Lender that the Administrative Agent, in its capacity as such, shall have no liability with respect to such acknowledgment and each Lender hereby irrevocably waives to the fullest extent permitted by Requirements of Law any claims with respect to such acknowledgment; provided that failure to obtain such acknowledgment shall in no way affect the effectiveness of any Refinancing Amendment.
(b) This Section 2.18 2.22 shall supersede any provisions of in Section 10.01 10.02 to the contrary. A certificate delivered to the Administrative Agent at least two Business Days prior to the incurrence of any Credit Agreement Refinancing Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrowers have determined in good faith that terms and conditions of any Credit Agreement Refinancing Indebtedness satisfy the requirements of this Section 2.22, shall be conclusive evidence absent manifest error that such terms and conditions satisfy the requirements of this definition.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Solera Corp.), Credit Agreement (Solera Corp.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Loans or Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities Term Loan Commitments or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Commitments) or and any then outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Loan Commitments or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement intercreditor agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) willshall be unsecured or, to the extent secured, shall rank pari passu or junior in right of payment and and/or of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” ”, have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, thereof and (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any all then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicableLoans) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section.
(b) . This Section 2.18 shall supersede any provisions of Section 10.01 12.11, Section 13.01 or Section 13.09(b) to the contrary.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement
Refinancing Facilities. (a) At any time after Upon written notice to the Closing DateAdministrative Agent (which shall promptly notify the Lenders), the Borrower may obtainfrom time to time elect to refinance any Class of Term Loans or Revolving Credit Commitments, from any Lender in whole or any Additional Lender in part, with one or more new term loan facilities (each, a “Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing Revolving Credit Facility”; the Refinancing Term Facilities and the Refinancing Revolving Credit Facilities are collectively referred to the extent agreed to by such Lender or Additional Lender in its sole discretionas “Refinancing Facilities”), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loansrespectively, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement with the consent of the Borrower, the Administrative Agent (which will not to be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities unreasonably withheld or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)delayed) or any then outstanding and the institutions providing such Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans Facility or Refinancing Revolving Credit Commitments Facility or, in the form case of Refinancing Revolving Credit Loans any series of Term Loans, with one or Refinancing Revolving Credit Commitments, respectivelymore series of senior unsecured notes or term loans or senior secured first lien notes or term loans or senior secured junior lien (as compared to the Liens securing the Secured Obligations) term loans, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; providedif secured, that will be secured by Liens on the Collateral on a pari passu basis or junior priority basis (as applicable) with the Liens on Collateral securing the Secured Obligations and will be subject to customary intercreditor arrangements reasonably satisfactory to the Borrower and the Administrative Agent (any such Credit Agreement notes or loans, “Refinancing Indebtedness Equivalent Debt”); provided that (i) willexcept with respect to customary bridge loans, any Refinancing Term Facility or Refinancing Equivalent Debt does not mature, or have a weighted average life to maturity, earlier than the final maturity, or the weighted average life, of the Class of Term Loans or Incremental Term Loans being refinanced, (ii) any Refinancing Revolving Credit Facility does not mature prior to the maturity date of the Revolving Credit Commitments being refinanced, (iii) the other terms and conditions of such Refinancing Term Facility, Refinancing Revolving Credit Facility or Refinancing Equivalent Debt (excluding pricing and optional prepayment or redemption terms) are (taken as a whole) no more favorable to the lenders or investors, as applicable, providing such Refinancing Term Facility, Refinancing Revolving Credit Facility or Refinancing Equivalent Debt, as applicable, than those applicable to the Term Loans, Incremental Term Loans or the Revolving Credit Commitments being refinanced, (iv) there shall be no borrower, issuer and/or guarantor under any Refinancing Equivalent Debt other than the Borrower and/or the Subsidiary Guarantors, as applicable, (v) the proceeds of any Refinancing Facility or Refinancing Equivalent Debt shall be applied, substantially simultaneously with the incurrence thereof, to the prepayment of outstanding Loans (and, in the case of any Refinancing Facility or Refinancing Equivalent Debt the proceeds of which are used to refinance the Revolving Credit Commitments, to the pro rata commitment reduction) under the facility being refinanced, and (vi) to the extent secured, rank pari passu any such Refinancing Facility or junior Refinancing Equivalent Debt shall not be secured by any lien on any asset that does not also secure the Facilities. Each such notice shall specify the date on which the Borrower proposes that the Refinancing Facility shall be made or the Refinancing Equivalent Debt shall be issued, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent.
(b) The Borrower may approach any Lender or any other Person (other than a natural person) to provide all or a portion of the (x) Refinancing Facilities (a “Refinancing Facility Lender”), so long as such Person would be an eligible assignee of Term Loans or Revolving Credit Loans pursuant to the terms of Section 10.04, as applicable, or (y) Refinancing Equivalent Debt; provided that any Lender offered or approached to provide all or a portion of any Refinancing Facility and/or Refinancing Equivalent Debt may elect or decline, in right of payment its sole discretion, to provide a Refinancing Facility or purchase Refinancing Equivalent Debt.
(c) The Administrative Agent and of security with the other Loans and Commitments hereunder Lenders hereby consent to the transactions contemplated by this Section (but including, for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition payment of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discountsinterest, fees, premiums amortization or premium in respect of the Refinancing Facilities and prepayment or redemption provisions and Refinancing Equivalent Debt on the terms as may be agreed specified by the Borrower Borrower) and hereby waive the requirements of this Agreement or any other Loan Document that may otherwise prohibit any transaction contemplated by this Section. The Refinancing Facilities shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Refinancing Facility Lenders providing such Refinancing Facilities (a “Refinancing Amendment”) which shall be consistent with the provisions set forth in this Section. The Refinancing Equivalent Debt shall be established pursuant to an indenture, credit agreement or Additional Lenders other definitive documentation which shall be consistent with respect thereto, (iii) will, the provisions set forth in this Section. Notwithstanding anything to the extent contrary contained in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit CommitmentsSection 10.02, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any each Refinancing Amendment shall be subject tobinding on the Lenders, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit LoansAgent, the Revolver Agent), receipt by Loan Parties party thereto and the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the other 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents as may be necessary or appropriateappropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section.
, including in order to establish new tranches or sub-tranches in respect of the Refinancing Facilities and such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 2.03 (b) This Section 2.18 insofar as such schedule relates to payments due to Lenders of the Term Loans which are being refinanced with the proceeds of a Refinancing Term Facility; provided that no such amendment shall supersede reduce the pro rata share of any provisions of Section 10.01 such payment that would have otherwise been payable to the contraryLenders, the Term Loans of which are not refinanced with the proceeds of a Refinancing Term Facility). The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effect the foregoing.
Appears in 2 contracts
Sources: Credit Agreement (Cars.com Inc.), Credit Agreement (Cars.com Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Agreement) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectivelyLoans, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreementagreement that is reasonably acceptable to the Administrative Agent; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, will rank pari passu or junior in right of payment and of security (to the extent secured) with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, thereto and (iii) will, no Event of Default would exist immediately after giving effect to the extent in the form funding of such Credit Agreement Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinancedIndebtedness. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. For the avoidance of doubt, no Credit Agreement Refinancing Indebtedness can be used to prepay or repay any Loans made on the Closing Date without the Applicable Prepayment Premium due thereon, if any.
(b) This Section 2.18 2.22 shall supersede any provisions of in Section 10.01 10.02 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Par Technology Corp), Credit Agreement (2U, Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Agreement Refinancing Indebtedness in respect of (A) all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which for purposes of this clause (A) will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Term Loan Commitments) or and any then outstanding Refinancing Term Loans or (B) all or any then outstanding portion of the Revolving Loans (or unused Revolving Commitments or any Incremental Loans or unused Incremental Revolving Commitments or any unused Refinancing Revolving Credit Commitment of Refinancing Revolving Loans) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Commitments or (y) Refinancing Revolving Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectivelyas the case may be, in each case, case pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” will have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums pricing and optional prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect theretothereof, (iii) will(x) with respect to any Refinancing Revolving Loans or Refinancing Revolving Commitments, will have a maturity date that is not prior to the extent maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Refinancing Term Loans or Refinancing 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) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrower and the Lenders thereof, and (v) will have other terms and conditions that are substantially identical to (or in the case of any Credit Agreement Refinancing Indebtedness in the form of notes, are on market terms or are substantially identical to), or (taken as a whole) are no more favorable to the investors providing such Credit Agreement Refinancing Revolving Credit Loans or Refinancing Revolving Credit CommitmentsIndebtedness than the Refinanced Debt; provided, participate in the paymentfurther, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Revolving Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Commitments and Revolving Credit Loans being refinancedAgreement Refinancing Indebtedness is issued, Incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 6.2 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof legal opinions, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing DateDate (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 Tranche of Credit Agreement Refinancing Indebtedness Incurred under this Section 4.19 shall be in an aggregate principal amount that is (x) not less than $100,000,000 in the case of Refinancing Term Loans or $50,000,000 in the case of Refinancing Revolving Loans and (y) an integral multiple of $50,000,000 in excess thereof in the case of Refinancing Term Loans or $25,000,000 in excess thereof in the case of Refinancing Revolving Loans. 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 Refinancing 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 and in each case with the consent of the applicable Issuing Lenders and Swingline Lenders. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred Incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Loans, Refinancing Revolving Credit Loan Commitments and/or Refinancing Term Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of 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 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, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Advanced Drainage Systems, Inc.), Credit Agreement (Advanced Drainage Systems, Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower Company may (on behalf of any applicable Borrower) obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower Company and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that the Borrower Company 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) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the applicable Administrative Agent (or solely in the case of Revolving Credit Commitments and Revolving Credit Loansthe Term Loan Administrative Agent, acting at the Revolver Agent)direction of the Blackstone Representative) or the Blackstone Representative, receipt by the applicable Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The applicable Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Shoals Technologies Group, Inc.), Credit Agreement (Shoals Technologies Group, Inc.)
Refinancing Facilities. (a) At any The Borrower may from time after to time add one or more tranches of term loans or revolving credit facilities to this Agreement (each a “Refinancing Facility”) pursuant to an agreement in writing entered into by the Closing DateLoan Parties, the Borrower may obtain, from Administrative Agent and each Person (including any Lender or any Additional Lender existing Lender) that agrees to provide a portion of such Refinancing Facility (each a “Refinancing Facility Amendment”) pursuant to procedures specified by the extent agreed Administrative Agent to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of refinance all or any portion of any outstanding Term Facility or any Revolving Facility then in effect; provided that:
(i) such Refinancing Facility shall not have a principal or commitment amount (or accreted value) greater than the Term LoansLoans and, Prepetition Subsidiary Debtif such Refinancing Facility is a revolving credit facility that refinances a Revolving Facility, the undrawn available commitments of the Revolving Credit Loans and/or Revolving Credit Commitments then outstanding Facility being refinanced (excluding accrued interest, fees, discounts, premiums or expenses);
(ii) no Default shall exist on the effective date of such Refinancing Facility or would exist after giving effect to such Refinancing Facility;
(iii) no existing Lender shall be under any obligation to provide a commitment to such Refinancing Facility and any such decision whether to provide a commitment to such Refinancing Facility shall be in such Lender’s sole and absolute discretion;
(iv) each Person providing a commitment to such Refinancing Facility shall qualify as an Eligible Assignee;
(v) the Borrower shall deliver to the Administrative Agent:
(A) a certificate of each Loan Party dated as of the date of such Refinancing Facility signed by a Responsible Officer of such Loan Party (1) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such Refinancing Facility and (2) in the case of the Borrower, certifying that, before and after giving effect to such Refinancing Facility, (I) the representations and warranties of each Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Refinancing Facility, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (II) no Default exists;
(B) such amendments to the Collateral Documents as the Administrative Agent may reasonably request to cause the Collateral Documents to secure the Obligations after giving effect to such Refinancing Facility; and
(C) opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender (including each Person providing a commitment to such Refinancing Facility), dated as of the effective date of such Refinancing Facility, in form and substance reasonably satisfactory to the Administrative Agent;
(vi) the Administrative Agent shall have received documentation from each Person providing a commitment to such Refinancing Facility evidencing such Person’s commitment and such Person’s obligations under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, and substance reasonably acceptable to the extent secured, Administrative Agent;
(vii) such Refinancing Facility (A) shall rank pari passu or junior in right of payment and of security with as the other Loans and Commitments hereunder Commitments; (but B) shall not be Guaranteed by any Person that is not a Guarantor; and (C) shall be (1) unsecured or (2) secured by the Collateral on an equal and ratable basis with the Obligations or on a junior basis to Obligations (in each case pursuant to intercreditor or subordination agreements reasonably satisfactory to the Administrative Agent);
(viii) such Refinancing Facility shall have such interest rates, interest rate margins, fees, discounts, prepayment premiums, amortization and a final maturity date as agreed by the Loan Parties and the Lenders providing such Refinancing Facility, provided that (A) to the extent refinancing a Revolving Facility and constituting a revolving credit facility, such Refinancing Facility will not have a maturity date (or have scheduled or mandatory commitment reductions or amortization) that is prior to the scheduled Maturity Date of the Revolving Facility being refinanced and (B) to the extent refinancing a Term Facility or constituting a term loan facility, such Refinancing Facility will have a maturity date that is not prior to the scheduled Maturity Date of, and will have a Weighted Average Life that is not shorter than the Weighted Average Life of, the Term Facility being refinanced;
(ix) if such Refinancing Facility is a revolving credit facility then (A) such Refinancing Facility shall have ratable voting rights as the other Revolving Facilities (or otherwise provide for more favorable voting rights for the avoidance then outstanding Revolving Facilities) and (B) such Refinancing Facility may provide for the issuance of doubtLetters of Credit for the account of the Borrower and its Subsidiaries on terms substantially equivalent to the terms applicable to Letters of Credit under the existing Revolving Facilities or the making of swing line loans to the Borrower on terms substantially equivalent to the terms applicable to Swing Line Loans under the existing Revolving Facilities;
(x) if such Refinancing Facility is a term loan, then (1) the Borrower and the Administrative Agent shall mutually determine whether such term loan is a tranche A term loan (a “Refinancing Tranche A Term Facility”) or tranche B term loan (a “Refinancing Tranche B Term Facility”) and (2) such term loan shall share ratably in any mandatory prepayments of the Term Facilities pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for one or more of the then outstanding Term Facilities) and shall have ratable voting rights as the other Term Facilities (or otherwise provide for more favorable voting rights for one or more of the then outstanding Term Facilities);
(xi) each Borrowing of Revolving Loans (including any deemed Borrowing of Revolving Loans made pursuant to Section 2.03 or 2.04) and participations in Letters of Credit pursuant to Section 2.03 shall be allocated pro rata among the Revolving Facilities;
(xii) subject to clause (viii) above, such Credit Agreement Refinancing Indebtedness may be unsecured)Facility will have terms and conditions that are substantially identical to, (ii) willor less favorable, when taken as a whole, to the extent permitted by Lenders providing such Refinancing Facility than, the definition terms and conditions of “Credit Agreement the Revolving Facility or Term Loan being refinanced; provided, however, that such Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment Facility may provide for any additional or redemption different financial or other covenants or other provisions and terms as may be that are agreed by among the Borrower and the Lenders or Additional Lenders thereof and applicable only during periods after the then latest Maturity Date in effect; and
(xiii) substantially concurrent with respect thereto, (iii) will, to the extent in the form incurrence of such Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that Facility the Borrower shall be permitted to permanently repay and terminate commitments apply the Net Cash Proceeds 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) will, Refinancing Facility to the extent in the form prepayment of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit outstanding Loans being refinanced. The effectiveness of any refinanced by such Refinancing Amendment shall be subject toFacility in accordance with Section 2.05(b)(iii)(B) and, to the extent reasonably requested by the Administrative Agent (or in the case of Refinancing Revolving Credit Commitments Facility, concurrent with the incurrence of such Refinancing Revolving Facility the commitments to the Revolving Facility being refinanced by such Refinancing Revolving Facility shall be automatically and Revolving Credit Loans, permanently reduced by the Revolver Agentamount of the Net Cash Proceeds of such Refinancing Facility as set forth in Section 2.06(b), receipt by ) and (B) the Borrower shall pay an amount required pursuant to Section 3.05 as a result of any such prepayment of Loans of existing Lenders.
(b) The Lenders hereby authorize the Administrative Agent or Revolver Agentto enter into, as applicableand the Lenders agree that this Agreement and the other Loan Documents shall be amended by, of reaffirmation agreements such Refinancing Facility Amendments to the extent (and board resolutions, officers’ certificates and legal opinions only to the extent) the Administrative Agent deems necessary in order to establish Refinancing Facilities on terms consistent with those delivered on and/or to effect the Closing Dateprovisions of this Section 2.17. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Amendment. Each of In addition, if so provided in 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Facility Amendment for a Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) Facility and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenderseach L/C Issuer, effect participation in Letters of Credit under the existing Revolving Facilities shall be reallocated from Lenders holding revolving commitments under the existing Revolving Facilities to Lenders holding revolving commitments under such amendments to this Agreement and Refinancing Revolving Facility in accordance with the other Loan Documents as may be necessary or appropriate, to effect the provisions terms of this Sectionsuch Refinancing Facility Amendment.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.)
Refinancing Facilities. (a) At any time after Following the Closing Exit Facility Conversion Date, the Borrower Borrowing Agent may obtain, from any Lender by written notice to Administrative Agent elect to establish one or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect more additional tranches of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding term loans under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)“Refinancing Facility”) or one or more series of senior unsecured notes or senior secured notes (“Refinancing Notes” and, together with any then outstanding Refinancing Term Loans or any then outstanding Facilities, “Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectivelyDebt”), in each case, pursuant to refinance the any or all Series of Loans, in whole or in part, and that will be secured by the Collateral on a pari passu basis with the Obligations or secured by the Collateral by Liens that are junior and subordinated to the Liens thereon securing the Obligations. Each such notice shall specify the date (each, a “Refinancing AmendmentEffective Date”) on which the Borrower proposes that the Refinancing Debt shall become effective; provided that:
(a) such Refinancing Debt shall mature no earlier than, together with any applicable Customary Intercreditor Agreement and the weighted average life to maturity of such Refinancing Debt shall not be shorter than, the then remaining weighted average life to maturity of the Loans being refinanced;
(b) such Refinancing Facility or other customary subordination agreement; providedRefinancing Notes will have such pricing, that such Credit Agreement Refinancing Indebtedness (i) willpremiums and, to the extent secured, rank pari passu or junior in right not directly and adversely affecting the Lenders of payment and of security with the other Loans and Commitments outstanding hereunder (but for except in the avoidance case of doubtany applicable Refinancing Facility) immediately after giving effect to such refinancing, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and optional prepayment or redemption provisions and terms as may be agreed by the Borrower Borrowers and the Lenders lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of holders providing such Refinancing Revolving Credit Loans Facility or Refinancing Revolving Credit Commitments, participate in Notes;
(c) if necessary the payment, borrowing, participation Loan Parties and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that the Borrower Collateral Agent 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) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect enter into such amendments to this Agreement and the other Loan Security Documents as may be necessary requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Facility or appropriateRefinancing Notes are provided with the benefit of the applicable Security Documents and shall deliver such other documents, to effect certificates and opinions of counsel in connection therewith as may be requested by the provisions of this Section.Collateral Agent; and
(bd) This Section 2.18 the Net Cash Proceeds of the Refinancing Facility or Refinancing Notes shall supersede any provisions of Section 10.01 be applied to the contraryrepayment of the then outstanding applicable Loans on the date of such incurrence in accordance with Section 2.12.
Appears in 2 contracts
Sources: Superpriority Senior Secured Debtor in Possession and Exit Term Loan Credit Agreement (HMH Holdings (Delaware), Inc.), Superpriority Senior Secured Debtor in Possession and Exit Term Loan Credit Agreement (HMH Holdings (Delaware), Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower Company may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), obtain Credit Agreement Agreement(a) Refinancing Indebtedness in respect of (i) all or any portion of the any Class of Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities established pursuant to an Additional Credit Extension Amendment) or (ii) all or any Incremental portion of the Revolving Credit Commitments then outstanding Loans (or unused Revolving Credit Commitments) under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form which for purposes of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), this clause (ii) will, will be deemed to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with include any then outstanding Revolving Credit Loans and or Revolving Credit CommitmentsCommitments established pursuant to an Additional Credit Extension Amendment), 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) will, to the extent in the form of (x) other Term Loans (“Refinancing Term Loans”) or (y) other Revolving Credit Loans (“Refinancing Revolving Credit Loans Loans”) or other Revolving Credit Commitments (“Refinancing Revolving Credit Commitments and unless Commitments”), as the Required Revolving case may be, in each case pursuant to an Additional Credit Lenders Extension Amendment; provided that the Net Cash Proceeds of such Credit Agreement Refinancing Indebtedness shall have consented theretobe applied, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Credit Commitments and Revolving Credit Loans being refinancedso Refinanced, as the case may be. The effectiveness of any Additional Credit Extension Amendment establishing Credit Agreement Refinancing Amendment Indebtedness shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof legal opinions, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and/or reaffirmation agreements. Any Credit Agreement Refinancing Indebtedness incurred under this Section 2.18 shall be in an aggregate principal amount that is not less than $10,000,000 and legal opinions consistent with those delivered an integral multiple of $1,000,000 in excess thereof (in each case unless the Company and the Administrative Agent otherwise agree). Any Additional Credit Extension Amendment establishing Credit Agreement Refinancing Indebtedness may provide for the issuance of letters of credit or the provision of swing line loans pursuant to any Revolving Credit Commitments of Credit Agreement Refinancing Indebtedness established thereby, in each case on terms substantially equivalent to the Closing Dateterms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments; provided that no L/C Issuer or Swing Line Lender shall be required to act as “L/C issuer” or “swing line lender” under any such Additional Credit Extension Amendment without its written consent. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing Additional Credit Extension Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Additional Credit Extension Amendment establishing Credit Agreement Refinancing AmendmentIndebtedness, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Loans, Revolving Credit Loan Commitments and/or Term Commitments, as applicable) and any Indebtedness being replaced or refinanced with such ). Any Additional Credit Extension Amendment establishing Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section.
(b) Section 2.18. This Section 2.18 shall supersede any provisions of in Section 2.12 or Section 10.01 to the the(b) contrary.. - 98-
Appears in 1 contract
Sources: Credit Agreement (WEX Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower or any Guarantor may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities Term Loan Commitments or any Incremental Revolving Credit Loan Commitments then outstanding under this Agreement (or any Incremental Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Commitments or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, thereto and (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinancedClass. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans Loans, Refinancing Term Loan Commitments or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of the Administrative Agent (except to the extent affecting the rights and duties of, or any fees or other Lendersamounts payable to, the Administrative Agent) or any Lenders other than any Lenders providing such Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section. The Borrower shall provide the Administrative Agent written notice (including via email) no later than two Business Days prior to the execution and delivery of any Refinancing Amendment. For the avoidance of doubt, acknowledgement by the Administrative Agent of any Refinancing Amendment shall not be required for the effectiveness of any such Refinancing Amendment. If Person or Persons arranging such Credit Agreement Refinancing Indebtedness is not the Administrative Agent, the actions authorized to be taken by such Person herein shall be done in consultation with the Administrative Agent and, with respect to the preparation of any documentation necessary or appropriate to carry out the provisions of this Section 2.21(b) (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; provided, for the avoidance of doubt, the consent of the Administrative Agent shall not be required nor shall the comments of the Administrative Agent be required to be accepted for the efficacy of any such Refinancing Amendment.
(b) This Section 2.18 Section 2.21 shall supersede any provisions of Section 10.01 in Section 10.02 to the contrary. A certificate delivered to the Administrative Agent at least five Business Days prior to the incurrence of any Credit Agreement Refinancing Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that terms and conditions of any Credit Agreement Refinancing Indebtedness satisfy the requirements of this Section 2.21, shall be conclusive evidence that such terms and conditions satisfy the requirements of this definition unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees).
Appears in 1 contract
Refinancing Facilities. (a1) At The Borrowers may by written notice to the Administrative Agent elect to request the establishment of (i) one or more additional tranches or Classes of term loans under this Agreement (“Refinancing Term Loans”) or one or more series of debt securities (“Refinancing Notes”), which refinance, renew, replace, defease or refund (collectively, “Refinance”) one or more Classes of Term Loans under this Agreement or (ii) one or more additional revolving facilities under this Agreement providing for revolving commitments (“Refinancing Revolving Credit Commitments” and the revolving loans thereunder, “Refinancing Revolving Loans”) which Refinances one or more Classes of Revolving Credit Commitments (and Revolving Credit Loans thereunder) under this Agreement; provided that:
a. no Default or Event of Default has occurred and is continuing or would result therefrom;
b. the principal amount of such Refinancing Debt or Refinancing Revolving Credit Commitments may not exceed the aggregate principal amount of the Term Loans or Revolving Credit Commitments being Refinanced plus accrued and unpaid interest thereon, any time prepayment premiums applicable thereto and reasonable fees and expenses incurred in connection therewith;
c. the final maturity date of such Refinancing Debt or Refinancing Revolving Credit Commitments shall not be earlier than the maturity date of the Term Loans (or, in the case of any unsecured or junior lien Refinancing Debt, no earlier than the date that is 91 days after the Closing Datelatest final maturity date of the Term Loans existing at the time of such refinancing or replacement) or Revolving Credit Commitments being Refinanced, and the Weighted Average Life to Maturity of such Refinancing Debt shall be no earlier than the then remaining Weighted Average Life to Maturity of each Class of Term Loans being refinanced;
d. the other terms and conditions of such Refinancing Debt or Refinancing Revolving Credit Commitments (except as otherwise provided in clause (iii) above and with respect to pricing, interest rate margins, premiums, discounts, fees, rate floors and optional prepayment or redemption terms), taken as a whole shall (as reasonably determined by the Borrowers) be substantially similar to, or (taken as a whole) not materially less favorable to the Borrowers and their respective 100 146960219_6 165457743_4 Subsidiaries than, the Borrower may obtainterms, from any Lender taken as a whole, applicable to Term Loans or any Additional Lender (Revolving Credit Commitments being Refinanced, except to the extent agreed such covenants and other terms apply solely to by such Lender any period after the latest final Term Loan Maturity Date or Additional Lender in its sole discretion), Revolving Credit Agreement Refinancing Indebtedness in respect of all or any portion Maturity Date of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement being Refinanced (which will be deemed to include or, in the case of any then outstanding Incremental unsecured or junior lien Refinancing Debt, after the date that is 91 days after such latest final Term Loans under any Incremental Facilities Loan Maturity Date or any Incremental Revolving Credit Maturity Date);
e. the proceeds of such Refinancing Debt, Refinancing Revolving Credit Commitments then or Refinancing Revolving Loans shall be applied, concurrently or substantially concurrently with the incurrence thereof (in accordance with Section 4.4(b)(i)), solely to the repayment of the outstanding under this Agreement (amount of one or any more Classes of Term Loans or permanently reduce one or more Classes of Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Commitments and Revolving Credit Loans, as the case may be, being Refinanced thereby;
f. each Class of Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (or such other amount necessary to repay or replace any Class of outstanding Term Loans or Refinancing Revolving Credit Commitments in the form of full);
g. no Subsidiary that is not also a Subsidiary Guarantor may be a borrower or a guarantor with respect to such Refinancing Debt, Refinancing Revolving Credit Loans or Commitments and/or Refinancing Revolving Loans;
h. Refinancing Debt, Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Commitments and/or Refinancing Amendment, together with any applicable Customary Intercreditor Agreement Revolving Loans may be unsecured or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to may only be secured by the extent secured, Collateral and may rank pari passu or junior in right of payment and of and/or security with the other remaining Revolving Credit Commitments, Revolving Credit Loans and Commitments hereunder (but for and/or Term Loans, so long as the avoidance holders of doubtany Refinancing Debt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Commitments and/or Refinancing Revolving Loans that are junior in right of payment and/or security are subject to an Acceptable Intercreditor Agreement;
i. such Refinancing Debt or Refinancing Revolving Credit Commitments shall not be secured by any asset of the Borrowers and their respective Subsidiaries other than the Collateral;
j. in the case of any Refinancing Revolving Credit Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Credit Commitments then in effect shall be terminated, and all the Revolving Credit Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit may continue to be outstanding hereunder), and the aggregate amount of such Refinancing Revolving Credit Commitments does not exceed the aggregate amount of the Revolving Credit Commitments so terminated; and
k. any mandatory prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in the payment, borrowing, participation and commitment reduction provisions herein any mandatory prepayment on a pro rata basis with any then outstanding Revolving Credit Class of existing Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans and Revolving Credit Commitmentsthan to the Lenders holding such Class of Term Loans.
(2) Each such notice shall specify the date (each, except a “Refinancing Effective Date”) on which the applicable Borrower proposes that the Borrower shall Refinancing Debt 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) will, to made or the extent in the form of Refinancing Revolving Credit 101 146960219_6 165457743_4 Commitments shall become effective, which shall be a date not less than three (3) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent.
(3) The Borrowers may approach any Lender or any other Person that would be an Eligible Assignee of the applicable Class of Loans or Commitments pursuant to Section 12.9(b) to provide all or a portion of the Refinancing Term Loans or Refinancing Revolving Credit Commitments and unless (a “Refinancing Lender”); provided that any Lender offered or approached to provide all or a portion of the Required Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan or Refinancing Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver AgentCommitment, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Any Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitment made on any Refinancing Effective Date shall be designated a series (a “Refinancing Series”) of Refinancing Term Loans or Refinancing Revolving Credit Commitments for all purposes of this Agreement; provided that (i) any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Refinancing Series of Refinancing Term Loans made to the applicable Borrower and (ii) any Refinancing Revolving Credit Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Refinancing Series of Refinancing Revolving Credit Commitments.
(4) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 5.18 (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans and Refinancing Revolving Credit Commitments, as applicableand Refinancing Revolving Loans on the terms specified by the Borrowers) and hereby waive the requirements of this Agreement (including, but not limited to, Section 5.6 and Section 12.2) or any Indebtedness being replaced other Loan Document that may otherwise prohibit such Refinance or refinanced with such any other transaction contemplated by this Section 5.18. The Refinancing Term Loans and Refinancing Revolving Credit Agreement Refinancing Indebtedness Commitments shall be deemed permanently reduced established pursuant to an amendment to this Agreement among the applicable Borrower and satisfied the applicable Refinancing Lenders providing such Refinancing Term Loans or Refinancing Revolving Credit Commitments (a “Refinancing Amendment”) which shall be consistent with the provisions set forth in all respectsthis Section 5.18. Any The Refinancing Notes shall be established pursuant to documentation which shall be consistent with the provisions set forth in Section 5.18(a). Each Refinancing Amendment mayshall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lenders, effect such Lender (except with respect to Refinancing Revolving Credit Commitments as provided above) and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents as may be necessary or appropriateappropriate in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this SectionSection 5.18, including in order to establish new tranches or sub-tranches in respect of the Refinancing Term Loans or Refinancing Revolving Credit Commitments and Refinancing Revolving Loans and such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 4.3(a) (insofar as such schedule relates to payments due to Lenders, the Term Loans of which are Refinanced; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not Refinanced). The Administrative Agent shall be permitted, and is hereby authorized, to enter into such Refinancing Amendments with the Borrowers to effect the foregoing. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of conditions as may be required by the Refinancing Lenders providing such Refinancing Amendment.
(b5) This Section 2.18 If any Refinancing Revolving Credit Commitment is designated as an increase in any previously established Refinancing Revolving Credit Commitment, on the Refinancing Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Refinancing Lenders with Refinancing Revolving Credit Commitments of such Refinancing Series shall supersede purchase from each of the 102 146960219_6 165457743_4 other Lenders with Refinancing Revolving Credit Commitments of such Refinancing Series, at the principal amount thereof and in the applicable currencies, such interests in the Revolving Credit Loans under such Refinancing Revolving Credit Commitments outstanding immediately prior to such Refinancing as shall be necessary in order that, after giving effect to all such assignments and purchases, the Refinancing Revolving Loans of such Refinancing Series will be held by Refinancing Lenders thereunder ratably in accordance with the percentage of the total Refinancing Revolving Credit Commitments of all Refinancing Lenders represented by each such Refinancing Lender’s Refinancing Revolving Credit Commitment. After giving effect to any Refinancing Revolving Credit Commitments, all outstanding Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with a Revolving Credit Commitment in accordance with their revised Revolving Credit Commitment Percentages.
(6) The Administrative Agent is authorized to enter into any Acceptable Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements) and to take all actions (and execute all documents) required (or otherwise deemed advisable by the Administrative Agent) in connection with the incurrence by any Credit Party of any Refinancing Debt, in order to permit such Refinancing Debt to be secured by a valid, perfected lien and the parties hereto acknowledge that any Acceptable Intercreditor Agreement will be binding upon them. Each Lender (i) hereby agrees that it will be bound by and will take no actions contrary to the provisions of Section 10.01 any Acceptable Intercreditor Agreement and (ii) hereby authorizes and instructs the Administrative Agent to enter into any Acceptable Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements) in connection with the incurrence by any Credit Party of any Refinancing Debt, in order to permit such Refinancing Debt to be secured by a valid, perfected lien and to subject the Liens on the Collateral securing the Secured Obligations to the contraryprovisions thereof.
(7) Notwithstanding the terms of Sections 5.13, 5.18 and 5.19, in no event shall there be more than (i) two (2) tranches of revolving facilities in the aggregate in effect at any time (including the Revolving Credit Commitments, any Extended Revolving Credit Commitments and any Refinancing Revolving Credit Commitments) and (ii) four (4) tranches of term loans (including the Initial Term Loan, any Extended Term Loans, any Incremental Term Loans and any Refinancing Term Loans), in each case under this Agreement.
Appears in 1 contract
Refinancing Facilities. (a) At any time after Notwithstanding anything in this Agreement or the Closing Dateother Loan Documents to the contrary, the Borrower may obtainfrom time to time, from subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned) and without the consent of any Lender existing Lenders other than any financial institutions agreeing to provide the Refinancing Debt (as hereinafter defined), amend (a “Refinancing Amendment”) this Agreement and the other Loan Documents to permit one or more new term loan facilities (“Refinancing Term Facilities”) and/or one or more new revolving credit facilities (“Refinancing Revolving Facilities” and, together with Refinancing Term Facilities, “Refinancing Facilities”) and/or Refinancing Notes (as hereinafter defined), to refinance
(i) all or any Additional Lender portion of any Term Facility then outstanding under this Agreement and (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of ii) all or any portion of the Term LoansRevolving Facility (and such existing refinanced Indebtedness, Prepetition Subsidiary the “Refinanced Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto”)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, provided that such Credit Agreement Refinancing Indebtedness Facilities:
(i) will, to at the extent securedoption of the Borrower, (x) rank pari passu in right of payment with the Obligations, or (y) be in the form of senior unsecured notes or loans, senior secured pari passu or junior lien notes or subordinated notes or loans (collectively “Refinancing Notes” and collectively, with Refinancing Facilities, “Refinancing Debt”); provided, that: (1) if the Refinanced Debt to which such Refinancing Debt relates is subordinated in right of payment and of security with to the other Loans and Commitments hereunder (but for the avoidance of doubtObligations, such Credit Agreement Refinancing Indebtedness may Debt shall be subordinated in right of payment to the Obligations; (2) if the Refinanced Debt to which such Refinancing Debt relates is secured on a junior lien basis with respect to the Collateral, such Refinancing Debt shall be (A) secured on a junior lien basis with respect to the Collateral, or (B) unsecured; and (3) if the Refinanced Debt to which such Refinancing Debt relates is unsecured, such Refinancing Debt shall be unsecured); (4) if such Refinancing Debt is subordinated in right of payment to the Obligations, it shall be subject to a subordination agreement in form and substance reasonably satisfactory to the Administrative Agent; and (5) if such Refinancing Debt is secured on a pari passu or junior lien basis with respect to the Collateral, it shall be subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent;
(ii) willwill not have any direct or indirect obligors in respect of the Refinancing Debt that are not Loan Parties, and if secured, such Refinancing Debt will only be secured by Collateral (and the collateral documentation relating to any such Refinancing Debt shall be the same as the Collateral Documents or substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent));
(iii) if such Refinancing Facility is a Refinancing Term Facility, it will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Refinanced Debt;
(iv) (x) to the extent refinancing the Revolving Facility and constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the scheduled Maturity Date of the Revolving Facility and (y) to the extent refinancing a Term Loan Facility will have a maturity date with a weighted average life to maturity that is not shorter than the weighted average life to maturity of the Term Loans being refinanced (and with respect to Refinancing Notes shall not have mandatory prepayments (other than customary asset sale and change of control provisions) that could result in prepayments of such Refinancing Notes prior to the loans under the Term Facility that it is refinancing;
(v) any Refinancing Term Facilities may share ratably in any prepayments of Term Loans pursuant to Section 2.05 so long as such prepayments were applicable to the Term Loans being refinanced (or otherwise provide for more favorable prepayment treatment for prepayments of any then-outstanding Term Loans);
(vi) the amount of any Refinancing Debt shall not be in an aggregate principal amount greater than the aggregate principal amount of the Term Facility or the Revolving Facility (as applicable) being refinanced (other than interest, premiums, fees and expenses (including original issue discount and upfront fees) incurred in connection with such refinancing); and
(vii) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the extent permitted by pro rata prepayment of outstanding Loans being so refinanced (and, in the definition case of “Credit Agreement Refinancing Indebtedness,” have such pricingRevolving Loans, interest rate margins (including “MFN” provisionsa corresponding amount of Revolving Commitments shall be permanently reduced), rate floorsin each case pursuant to ☒Section 2.05, discountsSection 2.06 and Section 2.07, feesas applicable; and
(viii) the terms and conditions of such Refinancing Debt not specified above in this Section 2.16 shall be satisfactory to the Administrative Agent; provided, premiums that, clauses (iii) and prepayment (iv) above shall not apply to (A) any Refinancing Debt that is a bridge facility on customary terms if the long-term Indebtedness that such bridge facility is to be converted into satisfied the maturity and amortization restrictions in such clauses or redemption provisions (B) any Refinancing Debt that is a 364-day liquidity facility. If such Refinancing Facility is a Refinancing Facilities Term Facility, then, prior to accepting commitments to such Refinancing Facility, the Administrative Agent shall determine whether such term loan is a tranche A term loan or a tranche B term loan.
(b) If the Refinancing Debt is to be issued under this Agreement and terms as may be agreed by the other Loan Documents, the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, Administrative Agent shall agree on procedures reasonably specified by the Administrative Agent and reasonably acceptable to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any effectuate 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 issuance.
(ivc) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject toto (i) delivery to the Administrative Agent of a certificate of the Loan Parties certifying and attaching the resolutions adopted by the Loan Parties approving such Refinancing Debt and, in the case of the Borrower (x) certifying that the conditions precedent set forth in clause (a) above have been satisfied and (y) attaching a reasonably detailed description of the material terms and conditions of such Refinancing Indebtedness (or drafts of the documentation relating thereto), (ii) if such Refinancing Debt is to be issued under this Agreement or is to be secured on a pari passu basis with the Obligations, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof legal opinions, as applicablecertificates, of reaffirmation agreements and board resolutionsand/or other applicable documents with respect to the Loan Parties, officers’ certificates and legal opinions including any supplements or amendments to the Collateral Documents providing for such Refinancing Facility or Refinancing Notes to be secured thereby, consistent with those delivered on the Closing DateDate under ☒Section 5.01, (iii) to the extent applicable, if additional obligors are to be added hereunder in accordance with clause (a) above, the Administrative Agent shall have received items of the type described in Section 7.12, and (iv) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of any such Refinancing Debt or would exist immediately after giving effect thereto.
(d) Each Refinancing Facility or Refinancing Note incurred under this Section 2.16 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.
(e) The Lenders hereby authorize the Administrative Agent to enter into, and the Lenders agree that this Agreement and the other Loan Documents shall be amended by, such Refinancing Amendments to the extent (and only to the extent) the Administrative Agent deems necessary in order to establish Refinancing Facilities on terms consistent with and/or to effect the provisions of this Section 2.16. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of In addition, if so provided in 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Amendment for a Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) Facility and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenderseach L/C Issuer, effect participation in Letters of Credit under the existing Revolving Facilities shall be reallocated from Lenders holding revolving commitments under the existing Revolving Facilities to Lenders holding revolving commitments under such amendments to this Agreement and Refinancing Revolving Facility in accordance with the other Loan Documents as may be necessary or appropriate, to effect the provisions terms of this Sectionsuch Refinancing Amendment.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
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Sources: Credit Agreement (Aegion Corp)
Refinancing Facilities. (a) At any time after the Closing DateOn one or more occasions, the Borrower may obtain, from any Lender or any Additional Lender (other bank or financial institution or other institutional lender or investor that would constitute an Eligible Assignee if it were purchasing Loans hereunder and that agrees to the extent agreed to by such Lender provide any portion of Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments, or Additional Lender in its sole discretion)Other Revolving Loans, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Term Commitments, respectivelyRefinancing Term Loans, Other Revolving Commitments or Other Revolving Loans, in each case, case pursuant to a Refinancing AmendmentAmendment in accordance with this Section 2.17 (each, together with any applicable Customary Intercreditor Agreement an “Additional Refinancing Lender”); provided that (i) the Administrative Agent and each L/C Issuer shall have consented (such consent not to be unreasonably withheld, conditioned, or other customary subordination agreementdelayed) to such Lender’s or Additional Refinancing Lender’s providing such Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans to the extent such consent, if any, would be required under Section 10.06 for an assignment of Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments, or Other Revolving Loans, as applicable, to such Lender or Additional Refinancing Lender; provided, further, that such Credit Agreement Refinancing Indebtedness the following terms are satisfied:
(i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other any Refinancing Term Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) as among the various Classes of Term Loans (in accordance with the respective outstanding principal amounts thereof) in any then outstanding voluntary or mandatory repayments or prepayments of Term Loans hereunder, as specified in the applicable Refinancing Amendment;
(ii) (x) all Other Revolving Commitments shall be deemed to be Revolving Credit Commitments for purposes of borrowings and prepayments of Revolving Credit Loans and participations in Letters of Credit and (y) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit CommitmentsCommitments (and related outstandings), except that (B) repayments required upon the Borrower maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Other Revolving Loans after the date of obtaining any Other Revolving Commitments shall be permitted made as directed by the Borrower;
(iii) subject to permanently repay and terminate commitments the provisions of any such Class Section 2.03(k) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Commitments with a longer maturity date, all Letters of Credit shall be participated on a better than a pro rata basis as compared to any other Class by all Lenders with a later maturity date than such Class and Revolving Credit Commitments (including Other Revolving Commitments) in accordance with their Applicable Revolving Credit Percentage; and
(iv) will, to the extent in the form assignments and participations of Refinancing Other Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless Other Revolving Loans shall be governed by the Required Revolving Credit Lenders shall have consented thereto, have terms same assignment and conditions (other than interest rate margins and commitment fees) identical to those participation provisions applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. Loans.
(b) The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof (i) customary legal opinions, as applicable, of reaffirmation agreements board resolutions and board resolutions, officersOfficers’ certificates and legal opinions Certificates consistent with those delivered on the Closing Date. The 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 or Revolver Agent, as applicable, shall promptly notify each Lender as and (ii) reaffirmation agreements and/or such amendments to the effectiveness Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that the enforceability of each the Security Documents and the perfection and priority of the Liens thereunder are preserved and maintained.
(c) Each issuance of Credit Agreement Refinancing Amendment. Indebtedness under Section 2.17(a) shall be in an aggregate principal amount that is not less than $5,000,000.
(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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicableii) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.17, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(be) This Section 2.18 2.17 shall supersede any provisions of in Section 2.13 and 10.01 to the contrary, and nothing in Section 2.05 to the contrary shall prohibit the application of this Section 2.17.
Appears in 1 contract
Refinancing Facilities. (a) At The Borrowers may by written notice to the Administrative Agent elect to request the establishment of (i) one or more additional tranches or Classes of term loans under this Agreement (“Refinancing Term Loans”) or one or more series of debt securities (“Refinancing Notes”), which refinance, renew, replace, defease or refund (collectively, “Refinance”) one or more Classes of Term Loans under this Agreement or (ii) one or more additional revolving facilities under this Agreement providing for revolving commitments (“Refinancing Revolving Credit Commitments” and the revolving loans thereunder, “Refinancing Revolving Loans”) which Refinances one or more Classes of Revolving Credit Commitments (and Revolving Credit Loans thereunder) under this Agreement; provided that:
(i) no Default or Event of Default has occurred and is continuing or would result therefrom;
(ii) the principal amount of such Refinancing Debt or Refinancing Revolving Credit Commitments may not exceed the aggregate principal amount of the Term Loans or Revolving Credit Commitments being Refinanced plus accrued and unpaid interest thereon, any time prepayment premiums applicable thereto and reasonable fees and expenses incurred in connection therewith;
(iii) the final maturity date of such Refinancing Debt or Refinancing Revolving Credit Commitments shall not be earlier than the maturity date of the Term Loans (or, in the case of any unsecured or junior lien Refinancing Debt, no earlier than the date that is 91 days after the Closing Datelatest final maturity date of the Term Loans existing at the time of such refinancing or replacement) or Revolving Credit Commitments being Refinanced, and the Weighted Average Life to Maturity of such Refinancing Debt shall be no earlier than the then remaining Weighted Average Life to Maturity of each Class of Term Loans being refinanced;
(iv) the other terms and conditions of such Refinancing Debt or Refinancing Revolving Credit Commitments (except as otherwise provided in clause (iii) above and with respect to pricing, interest rate margins, premiums, discounts, fees, rate floors and optional prepayment or redemption terms), taken as a whole shall (as reasonably determined by the Borrowers) be substantially similar to, or (taken as a whole) not materially less favorable to the Borrowers and their respective Subsidiaries than, the Borrower may obtainterms, from any Lender taken as a whole, applicable to Term Loans or any Additional Lender (Revolving Credit Commitments being Refinanced, except to the extent agreed such covenants and other terms apply solely to by such Lender any period after the latest final Term Loan Maturity Date or Additional Lender in its sole discretion), Revolving Credit Agreement Refinancing Indebtedness in respect of all or any portion Maturity Date of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement being Refinanced (which will be deemed to include or, in the case of any then outstanding Incremental unsecured or junior lien Refinancing Debt, after the date that is 91 days after such latest final Term Loans under any Incremental Facilities Loan Maturity Date or any Incremental Revolving Credit Maturity Date);
(v) the proceeds of such Refinancing Debt, Refinancing Revolving Credit Commitments then or Refinancing Revolving Loans shall be applied, concurrently or substantially concurrently with the incurrence thereof (in accordance with Section 4.4(b)(i)), solely to the repayment of the outstanding under this Agreement (amount of one or any more Classes of Term Loans or permanently reduce one or more Classes of Revolving Credit Loans outstanding pursuant thereto)Commitments and Revolving Credit Loans, as the case may be, being Refinanced thereby; 146960219_6
(vi) or any then outstanding each Class of Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (or such other amount necessary to repay or replace any Class of outstanding Term Loans or Refinancing Revolving Credit Commitments in the form of full);
(vii) no Subsidiary that is not also a Subsidiary Guarantor may be a borrower or a guarantor with respect to such Refinancing Debt, Refinancing Revolving Credit Loans or Commitments and/or Refinancing Revolving Loans;
(viii) Refinancing Debt, Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Commitments and/or Refinancing Amendment, together with any applicable Customary Intercreditor Agreement Revolving Loans may be unsecured or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to may only be secured by the extent secured, Collateral and may rank pari passu or junior in right of payment and of and/or security with the other remaining Revolving Credit Commitments, Revolving Credit Loans and Commitments hereunder (but for and/or Term Loans, so long as the avoidance holders of doubtany Refinancing Debt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Commitments and/or Refinancing Revolving Loans that are junior in right of payment and/or security are subject to an Acceptable Intercreditor Agreement;
(ix) such Refinancing Debt or Refinancing Revolving Credit Commitments shall not be secured by any asset of the Borrowers and their respective Subsidiaries other than the Collateral;
(x) in the case of any Refinancing Revolving Credit Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Credit Commitments then in effect shall be terminated, and all the Revolving Credit Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit may continue to be outstanding hereunder), and the aggregate amount of such Refinancing Revolving Credit Commitments does not exceed the aggregate amount of the Revolving Credit Commitments so terminated; and
(xi) any mandatory prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in the payment, borrowing, participation and commitment reduction provisions herein any mandatory prepayment on a pro rata basis with any then outstanding Revolving Credit Class of existing Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans and Revolving Credit Commitmentsthan to the Lenders holding such Class of Term Loans.
(b) Each such notice shall specify the date (each, except a “Refinancing Effective Date”) on which the applicable Borrower proposes that the Borrower shall Refinancing Debt 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) will, to made or the extent in the form of Refinancing Revolving Credit Commitments shall become effective, which shall be a date not less than three (3) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent.
(c) The Borrowers may approach any Lender or any other Person that would be an Eligible Assignee of the applicable Class of Loans or Commitments pursuant to Section 12.9(b) to provide all or a portion of the Refinancing Term Loans or Refinancing Revolving Credit Commitments and unless (a “Refinancing Lender”); provided that any Lender offered or approached to provide all or a portion of the Required Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan or Refinancing Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver AgentCommitment, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Any Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and Commitment made on any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness Effective Date shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
designated a series (b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.a 146960219_6
Appears in 1 contract
Refinancing Facilities. (a) At any time after the Closing RestatementThird Amendment Effective Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Agreement Refinancing Indebtedness in respect of (A) all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which for purposes of this clause (A) will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Term Loan Commitments) or and any then outstanding Refinancing Term Loans or (B) all or any then outstanding portion of the Revolving Loans (or unused Revolving Commitments or any Incremental Loans or unused Incremental Revolving Commitments or any unused Refinancing Revolving Credit Commitment of Refinancing Revolving Loans) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Commitments or (y) Refinancing Revolving Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectivelyas the case may be, in each case, case pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” will have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums pricing and optional prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect theretothereof, (iii) will(x) with respect to any Refinancing Revolving Loans or Refinancing Revolving Commitments, will have a maturity date that is not prior to the extent maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Refinancing Term Loans or Refinancing 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) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrower and the Lenders thereof and (v) will have other terms and conditions that are substantially identical to (or in the case of any Credit Agreement Refinancing NotesIndebtedness in the form of notes, are on market terms or are substantially identical to), or (taken as a whole) are no more favorable to the investors providing such Credit Agreement Refinancing Revolving Credit Loans or Refinancing Revolving Credit CommitmentsIndebtedness than the Refinanced Debt; provided, participate in the paymentfurther, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Revolving Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Commitments and Revolving Credit Loans being refinancedAgreement Refinancing Indebtedness is issued, Incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 6.1 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof legal opinions, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent RestatementThird Amendment Effective Date (other than changes to such legal opinions resulting from a change in law, change in fact or Revolver Agent, as applicable, shall promptly notify each Lender as change to counsel’s form of opinion reasonably satisfactory to the effectiveness of each Refinancing AmendmentAdministrative Agent). Each Tranche 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto Incurred under this Section 4.19 shall be in an aggregate principal amount that is (including any amendments necessary to treat x) not less than $100,000,000 in the case of Refinancing Term Loans or $50,000,000 in the case of Refinancing Revolving Loans and Commitments subject thereto as (y) an integral multiple of $50,000,000 in excess thereof in the case of Refinancing Term Loans, Loans or $25,000,000 in excess thereof in the case of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respectsLoans. Any Refinancing Amendment maymay provide for the issuance of Letters of Credit for the account of the Borrower, without or the provision to the Borrower of Swingline Loans, pursuant to any Refinancing 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 and in each case with the consent of any other Lenders, effect such amendments to this Agreement the applicable issuing lenders and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Sectionswingline lenders.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 1 contract
Sources: Third Amendment Agreement (KAR Auction Services, Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender on a pro rata basis (based on the aggregate outstanding principal amount of the Term Loans or any Additional Lender (Revolving Commitments then outstanding) or, to the extent agreed declined by an existing Lender after having five (5) Business Days to by respond after written notice from the Agent (which shall be redeemed rejected if not received at the end of such Lender or Additional Lender in its sole discretionfive (5) Business Days period), Credit Agreement any new lender (provided that if Administrative Agent would have consent rights with respect to such new lender under Section 11.04 herein were such new lender to take an assignment of Loans or Commitments hereunder, then such new lender shall be reasonably acceptable to the Administrative Agent (in consultation with the Borrower) (such acceptance not to be unreasonably withheld or delayed); provided, however, that, notwithstanding anything to the contrary, no new lender shall be a Loan Party or an Affiliate of a Loan Party) (each such new lender being an “Additional Lender”) Refinancing Indebtedness Term Loans, Refinancing Term Loan Commitments, Refinancing Revolving Loans or Refinancing Revolving Loan Commitments in exchange for, or to extend, renew, replace or refinance, in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Loans or Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then then-outstanding Incremental New Term Loans under any Incremental Facilities New Term Loan Commitments or any Incremental then-outstanding New Revolving Credit Commitments then outstanding under this Agreement (or Commitments) and any Revolving Credit Loans outstanding pursuant thereto)) or any then then-outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Commitments or any then then-outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, Loan Commitments in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement intercreditor agreement or other customary subordination agreementagreement (“Refinanced Debt”); provided, that such Credit Agreement Refinancing Indebtedness (i) willsuch extending, renewing or refinancing Indebtedness 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 and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) such Indebtedness shall not mature or have scheduled amortization or payments of principal prior to the date that is 91 days after the Final Maturity Date at the time such Indebtedness is incurred, (iii) such Indebtedness does not have a Weighted Average Life to Maturity equal to or less than that of the Refinanced Debt and does not have mandatory prepayment or redemption provisions (other than customary asset sale, similar events and change of control offers) that would result in a mandatory prepayment or redemption of such Indebtedness prior to the date that is 91 days after the Final Maturity Date at the time such Indebtedness is incurred, (iv) such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date that such Indebtedness is issued, incurred or obtained, (v) (x) such Indebtedness, to the extent secured, shall be secured only by the Collateral, or be guaranteed by any person other than the Guarantors under the outstanding Loans, (y) if such Indebtedness being refinanced is unsecured, such Refinanced Debt shall be unsecured, and (z) if such Indebtedness being refinanced is subordinated with respect to the Obligations, such Refinanced Debt shall be subordinated at least to the same extent as such Indebtedness being refinanced, (vi) the liens securing such Indebtedness shall not be of higher priority than the lien securing the applicable Refinanced Debt, (vii) the other terms of such Indebtedness (other than pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions) shall be substantially similar to, or (taken as a whole) no more favorable to the lenders providing such Indebtedness than those applicable to the Loans or Revolving Commitments being refinanced or replaced (except for covenants and other provisions applicable only to the periods after the Final Maturity Date), (vii) such Indebtedness will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” clauses (i) to (vi), have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, thereof and (iiiviii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then all then-outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness Refinanced Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicableLoans) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness Refinanced Debt shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section.
(b) This Section 2.18 Section 2.21 shall supersede any provisions of Section 10.01 in Section 11.02 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Inotiv, Inc.)
Refinancing Facilities. (a) At any time On one or more occasions after the Closing Date, the applicable Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor (other than an Ineligible Institution) that agrees to provide any portion of Refinancing Term Loans or Other Revolving Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.28 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent, the Swingline Lender and each Issuing Bank, if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing such Refinancing Term Loans or Other Revolving Commitments to the extent agreed such consent, if any, would be required under Section 10.6(c) for an assignment of Revolving Commitments or Loans to by such Lender or Additional Lender in its sole discretionRefinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the applicable Borrower in its sole discretion, of Term Loans, Prepetition Subsidiary Debt, Loans or Revolving Credit Loans and/or Revolving Credit (or unused Commitments in respect thereof) then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments Agreement, in the form of Refinancing Revolving Credit Loans or Term Loans, Refinancing Revolving Credit Term Commitments, respectivelyOther Revolving Commitments, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreementOther Revolving Loans; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, notwithstanding anything to the extent securedcontrary in this Section 2.28 or otherwise, rank pari passu or junior in right (1) the borrowing and repayment (except for (A) payments of payment interest and of security with the other Loans fees at different rates on Other Revolving Commitments (and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecuredrelated outstandings), (iiB) will, 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 the extent permitted by the definition clause (3) below)) of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders Loans with respect thereto, (iii) will, to Other Revolving Commitments after the extent in the form date of Refinancing obtaining any Other Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein Commitments shall be made on a pro rata basis with any then outstanding all other Revolving Credit Commitments, (2) all Swingline 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 Commitments in respect of Revolving Credit CommitmentsLoans, (3) 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 in respect of Revolving Loans, except that the Borrower Company 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 (iv4) will, to the extent in the form assignments and participations of Refinancing Other Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless Other Revolving Loans shall be governed by the Required Revolving Credit Lenders shall have consented thereto, have terms same assignment and conditions (other than interest rate margins and commitment fees) identical to those participation provisions applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. Loans.
(b) The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 5.3 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on and/or such amendments to the Closing Date. The Security Documents as may be reasonably requested by the Administrative Agent or Revolver Agent, as applicable, in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.28(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 reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.1 (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, the Required Lenders called for therein) and effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this SectionSection 2.28, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(be) This Section 2.18 Section 2.28 shall supersede any provisions of Section 10.01 in Sections 2.17 or 10.1 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Rapid7, Inc.)
Refinancing Facilities. (a) At any time after The definitive documentation for the Closing Date, Second Lien Term Facility will permit the Borrower may obtainto refinance loans under the Second Lien Term Facility from time to time, from any Lender in whole or any Additional Lender part, with one or more new term facilities (to each, a “Refinancing Term Facility”) under definitive documentation for the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion Second Lien Term Facility with the consent of the Borrower, and the institutions providing such Refinancing Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which Facility or with one or more additional series of senior unsecured notes or loans or senior secured notes or loans that will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in secured by the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to Collateral on a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu basis with the Second Lien Term Facility or secured notes or loans that are junior in right of payment security in the Collateral (any such notes or loans, “Refinancing Notes”); 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 than, or, with respect to notes, have mandatory prepayment provisions (other than related to customary asset sale and change of security with control offers) that could result in prepayments of such Refinancing Notes prior to, the other Loans and Commitments hereunder (but for loans under the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)Second Lien Term Facility being refinanced, (ii) will, to the extent permitted by the definition there shall be no borrowers or guarantors in respect of “Credit Agreement any Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment Term Facility or redemption provisions and terms as may be agreed by Refinancing Notes that are not the Borrower and the Lenders or Additional Lenders with respect theretoa Guarantor, (iii) willthe other terms and conditions, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitmentstaken as a whole, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on Refinancing Term Facility or Refinancing Notes (excluding pricing (as to which no “most favored nation” (“MFN”) clause shall apply) and optional prepayment or redemption terms) are substantially similar to, or not materially less favorable to the Borrower and its subsidiaries, than, the terms and conditions, taken as a better than a pro rata basis as compared whole, applicable to any the Second Lien Term Facility being refinanced or replaced (except for covenants or other Class with a later provisions applicable only to periods after the latest final maturity date than such Class and of the Second Lien Term Facility or that are otherwise reasonably satisfactory to the Agent), (iv) will, with respect to (1) Refinancing Notes secured by Collateral or (2) any Refinancing Term Facility secured by liens on the Collateral that are junior in priority to the extent in liens on the form of Refinancing Revolving Credit Loans Collateral securing the Second Lien Term Facility, such agreements or Refinancing Revolving Credit Commitments and unless liens will be subject to an intercreditor agreement consistent with the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable Documentation Precedent or otherwise reasonably acceptable to the Revolving Credit Commitments Agent and Revolving Credit Loans being refinanced. The effectiveness (v) the aggregate principal amount of any Refinancing Amendment Term Facility or Refinancing Notes shall not be subject to, to greater than the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each aggregate principal amount of the parties hereto hereby agrees thatSecond Lien Term Facility being refinanced or replaced plus any fees, upon the effectiveness of any Refinancing Amendmentpremiums, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence original issue discount and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans accrued interest associated therewith, and Commitments subject thereto as costs and expenses related thereto, and such Second Lien Term Facility or Refinancing Term Loans, Refinancing Revolving Credit Loans Facility being refinanced or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall will be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without substantially simultaneously with the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Sectionissuance thereof.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 1 contract
Sources: Additional Initial Lender Agreement (Aspen Merger Sub, Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Agreement) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectivelyLoans, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreementagreement that is reasonably acceptable to the Administrative Agent; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, will rank pari passu or junior in right of payment and of security (to the extent secured) with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, thereto and (iii) will, no Event of Default would exist immediately after giving effect to the extent in the form funding of such Credit Agreement Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinancedIndebtedness. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section.
. For the avoidance of doubt, no Credit Agreement Refinancing Indebtedness can be used to prepay or repay any Loans made on the Closing Date without the Applicable Prepayment Premium due thereon, if any. (b) This Section 2.18 2.22 shall supersede any provisions of in Section 10.01 10.02 to the contrary.
Appears in 1 contract
Refinancing Facilities. (a) At any time after After the Closing Date, the Borrower may obtain, obtain from any Lender (but with the consent of the Administrative Agent (not to be unreasonably withheld or any Additional Lender (delayed)) to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of refinance all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit applicable Loans and/or Revolving Credit or Commitments then outstanding under this Agreement (which for purposes of this Section 2.18 will be deemed to include any then outstanding Incremental Refinancing Facilities), one or more new senior secured first lien term facilities (each, a “Refinancing Term Loans under Facility” and the term loans made pursuant to a Refinancing Term Facility, “Refinancing Term Loans”) or, in the case of a refinancing and/or replacement of the Revolving Commitments or Revolving Loans, new revolving credit facilities (each, a “Refinancing Revolving Facility” and, together with any Incremental Facilities Refinancing Term Facility, a “Refinancing Facility” or any Incremental the “Refinancing Facilities”, and the revolving loans made pursuant to a Refinancing Revolving Credit Commitments then outstanding under this Agreement Facility, “Refinancing Revolving Loans”); provided that:
(or any Revolving Credit Loans outstanding pursuant thereto)a) or any then outstanding the Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit CommitmentsLoans, respectivelyas applicable, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank will be pari passu or junior in right of payment and of security be secured by the Collateral on a pari passu basis with the other remaining portion of the Term Loans, Revolving Loans and Commitments hereunder Revolving Commitments;
(but for the avoidance of doubtb) with respect to any Refinancing Term Facility, such Credit Agreement Refinancing Indebtedness may Term Facility shall not (i) have a maturity date that is earlier than ninety-one (91) days after the maturity date of the Term Loans being refinanced by such Refinancing Term Facility or (ii) have a shorter Weighted Average Life to Maturity than the Term Loans being refinanced by such Refinancing Term Facility, and in no event shall the Refinancing Term Facility be unsecured)permitted to be voluntarily or mandatorily prepaid prior to repayment of all existing Term Loans that survive the initial funding of such Refinancing Term Facility, unless accompanied by ratable prepayment of all Term Loans;
(c) with respect to any Refinancing Revolving Facility, (i) such Refinancing Revolving Facility shall not have a maturity date that is earlier than the maturity date of the Revolving Loans or Revolving Commitments being refinanced by such Refinancing Revolving Facility, (ii) willsuch Refinancing Revolving Facility shall require no scheduled amortization or mandatory commitment reduction prior to the maturity date of any existing Revolving Commitments that survive the initial funding of the Refinancing Revolving Facility and (iii) any Refinancing Revolving Facility will be subject to the same pro rata (or in the case of prepayment, pro rata or less than pro rata, but not greater than pro rata) borrowing, Letter of Credit participations, Swing Line Loan participations and prepayment and Commitment reduction provisions as the existing Revolving Commitments that survive the initial funding of the Refinancing Revolving Facility (except to the extent permitted by applicable only to periods after the definition latest final maturity date of “Credit Agreement the relevant Loans or Commitments existing at the time of such refinancing or replacement);
(d) such Refinancing Indebtedness,” Facility shall have such pricing, interest rate margins pricing (including “MFN” provisionsinterest, fees and premiums), rate floors, discounts, fees, premiums optional prepayment and prepayment or redemption provisions and terms as may be agreed to by the Borrower and the Lenders or Additional Lenders with respect party thereto, except as provided herein;
(iiie) will, to such Refinancing Facility shall not be secured by any assets other than the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of Collateral;
(f) if any such Class on a better Refinancing Facility is guaranteed, it shall not be guaranteed by any Person other than a pro rata basis as compared to the Guarantors;
(g) if any other Class with a later maturity date than such Class Refinancing Facility will provide for the issuance or extension of Letters of Credit or the making of Swing Line Loans, then the Issuing Bank and (iv) willthe Swing Line Lender, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders respectively, shall have consented theretoto such Refinancing Facility;
(h) the other terms (excluding those referenced in clauses (a) through (g) above and excluding pricing, have terms fee and conditions prepayment or redemption provisions) of such Refinancing Facility shall be substantially identical to, or (other taken as a whole) no more favorable to the Lenders providing such Refinancing Facility than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Loans or Commitments and Revolving Credit being refinanced or replaced (except for covenants or other provisions applicable only to periods after the latest final maturity date of the relevant Loans being refinanced. The effectiveness or Commitments existing at the time of such refinancing or replacement); and
(i) the aggregate principal amount of any Refinancing Amendment Facility shall be subject to, to not exceed the extent reasonably requested by the Administrative Agent (or in the case aggregate principal amount of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as being refinanced or replaced therewith, plus reasonable and customary interest, premiums, fees and expenses. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without Facility permitted by the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions terms of this SectionAgreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (AdaptHealth Corp.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender new lender (provided that if Administrative Agent would have consent rights with respect to such new lender under Section 10.06 herein were such new lender to take an assignment of Loans or Commitments hereunder, then such new lender shall be reasonably acceptable to the extent agreed Administrative Agent (in consultation with the Borrower) (such acceptance not to by be unreasonably withheld or delayed) and provided further that any such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness held or to be held or loaned by the Sponsor or its Affiliates shall be subject to the same restrictions as applicable to Sponsor Permitted Assignees (or Debt Fund Affiliates, as they case may be) pursuant to the terms of Section 10.06) (each such new lender being an “Additional Lender”), Permitted Equal Priority Refinancing Debt in the form of loans (and corresponding commitments) in respect of all or any portion of the Term Loans (“Refinanced Term Loans” and the corresponding commitments, Prepetition Subsidiary the “Refinanced Term Commitments”) (such Permitted Equal Priority Refinancing Debt, “Refinancing Term Loans”) or Revolving Credit Loans and/or (“Refinanced Revolving Credit Commitments Loans”) (such Permitted Equal Priority Refinancing Debt, “Refinancing Revolving Credit Loans” and the corresponding commitments, the “Refinancing Revolving Credit Commitments”) then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) Term Commitment Increase or any then outstanding Refinancing Revolving Credit Loans under any Revolving Credit Commitment Increase) and any then outstanding Refinanced Term Loans in the form of Refinanced Term Loans or Refinanced Term Commitments or any then outstanding Refinancing Refinanced Revolving Credit Loans in the form of Refinanced Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing refinanced Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Permitted Equal Priority Refinancing Indebtedness Debt in the form of loans (and corresponding commitments) (i) will, to the extent secured, rank shall be pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” and “Permitted Equal Priority Refinancing Debt”, have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, thereof and (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or (and corresponding Refinancing Revolving Credit Commitments), participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any all then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Permitted Equal Priority Refinancing Indebtedness Debt in the form of loans (and corresponding commitments) incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Loans (and corresponding Refinancing Revolving Credit Commitments, as applicable)) and any Indebtedness Refinanced Term Loans or Refinanced Revolving Credit Loans (and the corresponding refinanced Revolving Credit Commitments) being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.Permitted Equal Priority
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Refinancing Facilities. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Refinancing Revolving Commitments pursuant to a Refinancing Facility Agreement in accordance with this Section 2.26 (each, a “Refinancing Lender”) (provided that the Administrative Agent and each Issuing Bank shall have consented (such consent not to be unreasonably withheld or delayed) to such Refinancing Lender’s making such Refinancing Term Loans or providing such Refinancing Revolving Commitments to the extent agreed such consent, if any, would be required under Section 9.04(b) for an assignment of Loans or Revolving Commitments, as applicable, to by such Lender or Additional Lender in its sole discretionRefinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans or Revolving Loans (which, for the Term purposes of this Section, shall include Refinancing Revolving Loans) (or unused Revolving Commitments (which, Prepetition Subsidiary Debtfor purposes of this Section, shall include Refinancing Revolving Credit Loans and/or Revolving Credit Commitments Commitments)) then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments Agreement, in the form of Refinancing Term Loans, Refinancing Term Commitments, Refinancing Revolving Credit Loans Commitments or Refinancing Revolving Credit Commitments, respectively, in each case, Loans pursuant to a Refinancing AmendmentFacility Agreement; provided that notwithstanding anything to the contrary in this Section 2.26 or otherwise, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right borrowing and repayment (except for (A) payments of payment interest and of security with the other Loans fees at different rates on Refinancing Revolving Commitments (and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecuredrelated 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 (ii) will, to the extent permitted by the definition below)) of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders Loans with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Commitments after the date of obtaining any Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein Commitments shall be made on a pro rata basis with any then outstanding all other Revolving Credit Loans and Revolving Credit Commitments, except that (ii) the Borrower 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 permitted to permanently repay and terminate commitments of any such Class made on a better than a pro rata basis as compared to any with all other Class with a later maturity date than such Class Revolving Commitments and (iviii) will, to the extent in the form assignments and participations of Refinancing Revolving Credit Loans or Commitments and Refinancing Revolving Credit Commitments Loans shall be governed by the same assignment and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those participation provisions applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. Loans.
(b) The effectiveness of any Refinancing Amendment Facility Agreement shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof (i) customary legal opinions, as applicable, of reaffirmation agreements board resolutions and board resolutions, officers’ certificates and legal opinions consistent with those of the type delivered on the Closing Date. The 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 or Revolver Agent, as applicable, shall promptly notify each Lender as and (ii) reaffirmation agreements and/or such amendments to the effectiveness Security 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 each the applicable Loan Documents.
(c) Each issuance of Credit Agreement Refinancing Amendment. Indebtedness under Section 2.26(a) 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 (provided that such amount may be less than $10,000,000, and not in an increment of $1,000,000, if such amount is equal to (1) the entire outstanding principal amount of Refinanced Debt that is in the form of Term Loans or (2) the entire outstanding principal amount of Refinanced Debt (or commitments) that is in the form of Revolving Commitments).
(d) Each of the parties hereto hereby agrees thatthat this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Facility Agreement, upon without the effectiveness consent of any Refinancing Amendmentother Lenders, this Agreement shall be deemed amended 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 (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicableii) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section.
(b) Section 2.26, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Facility Agreement as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Facility Agreement. This Section 2.18 2.26 shall supersede any provisions of in Section 10.01 2.18 or Section 9.02 to the contrarycontrary solely to the extent provided in this Section 2.26.
Appears in 1 contract
Sources: Credit Agreement (American Axle & Manufacturing Holdings Inc)
Refinancing Facilities. (ai) At The Borrowers may by written notice to the Administrative Agent elect to request the establishment of (i) one or more additional tranches or Classes of term loans under this Agreement (“Refinancing Term Loans”) or one or more series of debt securities (“Refinancing Notes”), which refinance, renew, replace, defease or refund (collectively, “Refinance”) one or more Classes of Term Loans under this Agreement or (ii) one or more additional revolving facilities under this Agreement providing for revolving commitments (“Refinancing Revolving Credit Commitments” and the revolving loans thereunder, “Refinancing Revolving Loans”) which Refinances one or more Classes of Revolving Credit Commitments (and Revolving Credit Loans thereunder) under this Agreement; provided that:
(1) no Default or Event of Default has occurred and is continuing or would result therefrom;
(2) the principal amount of such Refinancing Debt or Refinancing Revolving Credit Commitments may not exceed the aggregate principal amount of the Term Loans or Revolving Credit Commitments being Refinanced plus accrued and unpaid interest thereon, any time prepayment premiums applicable thereto and reasonable fees and expenses incurred in connection therewith;
(3) the final maturity date of such Refinancing Debt or Refinancing Revolving Credit Commitments shall not be earlier than the maturity date of the Term Loans (or, in the case of any unsecured or junior lien Refinancing Debt, no earlier than the date that is 91 days after the Closing Datelatest final maturity date of the Term Loans existing at the time of such refinancing or replacement) or Revolving Credit Commitments being Refinanced, and the Weighted Average Life to Maturity of such Refinancing Debt shall be no earlier than the then remaining Weighted Average Life to Maturity of each Class of Term Loans being refinanced;
(4) the other terms and conditions of such Refinancing Debt or Refinancing Revolving Credit Commitments (except as otherwise provided in clause (iii) above and with respect to pricing, interest rate margins, premiums, discounts, fees, rate floors and optional prepayment or redemption terms), taken as a whole shall (as reasonably determined by the Borrowers) be substantially similar to, or (taken as a whole) not materially less favorable to the Borrowers and their respective Subsidiaries than, the Borrower may obtainterms, from any Lender taken as a whole, applicable to Term Loans or any Additional Lender (Revolving Credit Commitments being Refinanced, except to the extent agreed such covenants and other terms apply solely to by such Lender any period after the latest final Term Loan Maturity Date or Additional Lender in its sole discretion), Revolving Credit Agreement Refinancing Indebtedness in respect of all or any portion Maturity Date of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement being Refinanced (which will be deemed to include or, in the case of any then outstanding Incremental unsecured or junior lien Refinancing Debt, after the date that is 91 days after such latest final Term Loans under any Incremental Facilities Loan Maturity Date or any Incremental Revolving Credit Maturity Date);
(5) the proceeds of such Refinancing Debt, Refinancing Revolving Credit Commitments then or Refinancing Revolving Loans shall be applied, concurrently or substantially concurrently with the incurrence thereof (in accordance with Section 4.4(b)(i)), solely to the repayment of the outstanding under this Agreement (amount of one or any more Classes of Term Loans or permanently reduce one or more Classes of Revolving Credit Loans outstanding pursuant thereto)Commitments and Revolving Credit Loans, as the case may be, being Refinanced thereby;
(6) or any then outstanding each Class of Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (or such other amount necessary to repay or replace any Class of outstanding Term Loans or Refinancing Revolving Credit Commitments in the form of full);
(7) no Subsidiary that is not also a Subsidiary Guarantor may be a borrower or a guarantor with respect to such Refinancing Debt, Refinancing Revolving Credit Loans or Commitments and/or Refinancing Revolving Loans;
(8) Refinancing Debt, Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Commitments and/or Refinancing Amendment, together with any applicable Customary Intercreditor Agreement Revolving Loans may be unsecured or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to may only be secured by the extent secured, Collateral and may rank pari passu or junior in right of payment and of and/or security with the other remaining Revolving Credit Commitments, Revolving Credit Loans and Commitments hereunder (but for and/or Term Loans, so long as the avoidance holders of doubtany Refinancing Debt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Commitments and/or Refinancing Revolving Loans that are junior in right of payment and/or security are subject to an Acceptable Intercreditor Agreement;
(9) such Refinancing Debt or Refinancing Revolving Credit Commitments shall not be secured by any asset of the Borrowers and their respective Subsidiaries other than the Collateral;
(10) in the case of any Refinancing Revolving Credit Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Credit Commitments then in effect shall be terminated, and all the Revolving Credit Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit may continue to be outstanding hereunder), and the aggregate amount of such Refinancing Revolving Credit Commitments does not exceed the aggregate amount of the Revolving Credit Commitments so terminated; and
(11) any mandatory prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in the payment, borrowing, participation and commitment reduction provisions herein any mandatory prepayment on a pro rata basis with any then outstanding Revolving Credit Class of existing Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans and Revolving Credit Commitmentsthan to the Lenders holding such Class of Term Loans.
(ii) Each such notice shall specify the date (each, except a “Refinancing Effective Date”) on which the applicable Borrower proposes that the Borrower shall Refinancing Debt 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) will, to made or the extent in the form of Refinancing Revolving Credit Commitments shall become effective, which shall be a date not less than three (3) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent.
(iii) The Borrowers may approach any Lender or any other Person that would be an Eligible Assignee of the applicable Class of Loans or Commitments pursuant to Section 12.9(b) to provide all or a portion of the Refinancing Term Loans or Refinancing Revolving Credit Commitments and unless (a “Refinancing Lender”); provided that any Lender offered or approached to provide all or a portion of the Required Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan or Refinancing Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver AgentCommitment, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Any Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitment made on any Refinancing Effective Date shall be designated a series (a “Refinancing Series”) of Refinancing Term Loans or Refinancing Revolving Credit Commitments for all purposes of this Agreement; provided that (i) any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Refinancing Series of Refinancing Term Loans made to the applicable Borrower and (ii) any Refinancing Revolving Credit Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Refinancing Series of Refinancing Revolving Credit Commitments.
(iv) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 5.18 (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans and Refinancing Revolving Credit Commitments, as applicableand Refinancing Revolving Loans on the terms specified by the Borrowers) and hereby waive the requirements of this Agreement (including, but not limited to, Section 5.6 and Section 12.2) or any Indebtedness being replaced other Loan Document that may otherwise prohibit such Refinance or refinanced with such any other transaction contemplated by this Section 5.18. The Refinancing Term Loans and Refinancing Revolving Credit Agreement Refinancing Indebtedness Commitments shall be deemed permanently reduced established pursuant to an amendment to this Agreement among the applicable Borrower and satisfied the applicable Refinancing Lenders providing such Refinancing Term Loans or Refinancing Revolving Credit Commitments (a “Refinancing Amendment”) which shall be consistent with the provisions set forth in all respectsthis Section 5.18. Any The Refinancing Notes shall be established pursuant to documentation which shall be consistent with the provisions set forth in Section 5.18(a). Each Refinancing Amendment mayshall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lenders, effect such Lender (except with respect to Refinancing Revolving Credit Commitments as provided above) and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents as may be necessary or appropriateappropriate in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this SectionSection 5.18, including in order to establish new tranches or sub-tranches in respect of the Refinancing Term Loans or Refinancing Revolving Credit Commitments and Refinancing Revolving Loans and such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 4.3(a) (insofar as such schedule relates to payments due to Lenders, the Term Loans of which are Refinanced; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not Refinanced). The Administrative Agent shall be permitted, and is hereby authorized, to enter into such Refinancing Amendments with the Borrowers to effect the foregoing. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of conditions as may be required by the Refinancing Lenders providing such Refinancing Amendment.
(bv) This Section 2.18 If any Refinancing Revolving Credit Commitment is designated as an increase in any previously established Refinancing Revolving Credit Commitment, on the Refinancing Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Refinancing Lenders with Refinancing Revolving Credit Commitments of such Refinancing Series shall supersede purchase from each of the other Lenders with Refinancing Revolving Credit Commitments of such Refinancing Series, at the principal amount thereof and in the applicable currencies, such interests in the Revolving Credit Loans under such Refinancing Revolving Credit Commitments outstanding immediately prior to such Refinancing as shall be necessary in order that, after giving effect to all such assignments and purchases, the Refinancing Revolving Loans of such Refinancing Series will be held by Refinancing Lenders thereunder ratably in accordance with the percentage of the total Refinancing Revolving Credit Commitments of all Refinancing Lenders represented by each such Refinancing Lender’s Refinancing Revolving Credit Commitment. After giving effect to any Refinancing Revolving Credit Commitments, all outstanding Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with a Revolving Credit Commitment in accordance with their revised Revolving Credit Commitment Percentages.
(vi) The Administrative Agent is authorized to enter into any Acceptable Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements) and to take all actions (and execute all documents) required (or otherwise deemed advisable by the Administrative Agent) in connection with the incurrence by any Credit Party of any Refinancing Debt, in order to permit such Refinancing Debt to be secured by a valid, perfected lien and the parties hereto acknowledge that any Acceptable Intercreditor Agreement will be binding upon them. Each Lender (i) hereby agrees that it will be bound by and will take no actions contrary to the provisions of Section 10.01 any Acceptable Intercreditor Agreement and (ii) hereby authorizes and instructs the Administrative Agent to enter into any Acceptable Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements) in connection with the incurrence by any Credit Party of any Refinancing Debt, in order to permit such Refinancing Debt to be secured by a valid, perfected lien and to subject the Liens on the Collateral securing the Secured Obligations to the contraryprovisions thereof.
(vii) Notwithstanding the terms of Sections 5.13, 5.18 and 5.19, in no event shall there be more than (i) two (2) tranches of revolving facilities in the aggregate in effect at any time (including the Revolving Credit Commitments, any Extended Revolving Credit Commitments and any Refinancing Revolving Credit Commitments) and (ii) four (4) tranches of term loans (including the Initial Term Loan, any Extended Term Loans, any Incremental Term Loans and any Refinancing Term Loans), in each case under this Agreement.
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Refinancing Facilities. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.20 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent, the Swingline Lender and each Issuing Bank, if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing such Refinancing Term Loans or Other Revolving Commitments to the extent agreed such consent, if any, would be required under Section 9.04 for an assignment of Revolving Commitments or Loans to by such Lender or Additional Lender in its sole discretionRefinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the applicable Borrower in its sole discretion, of Term Loans, Prepetition Subsidiary Debt, Loans or Revolving Credit Loans and/or Revolving Credit (or unused Commitments in respect thereof) then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments Agreement, in the form of Refinancing Revolving Credit Loans or Term Loans, Refinancing Revolving Credit Term Commitments, respectivelyOther Revolving Commitments, in each caseor Other Revolving Loans (each, pursuant to a “Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreementFacility”); provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, notwithstanding anything to the extent securedcontrary in this Section 2.20 or otherwise, rank pari passu or junior in right (1) the borrowing and repayment (except for (A) payments of payment interest and of security with the other Loans fees at different rates on Other Revolving Commitments (and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecuredrelated outstandings), (iiB) will, 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 the extent permitted by the definition clause (3) below)) of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders Loans with respect thereto, (iii) will, to Other Revolving Commitments after the extent in the form date of Refinancing obtaining any Other Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein Commitments shall be made on a pro rata basis with any then outstanding all other Revolving Credit Commitments, (2) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit Commitmentsshall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Loans (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 Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments in respect of Revolving Loans, 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 (iv4) will, to the extent in the form assignments and participations of Refinancing Other Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless Other Revolving Loans shall be governed by the Required Revolving Credit Lenders shall have consented thereto, have terms same assignment and conditions (other than interest rate margins and commitment fees) identical to those participation provisions applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. Loans.
(a) The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on and/or such amendments to the Closing Date. The Security Documents as may be reasonably requested by the Administrative Agent or Revolver Agent, as applicable, in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Credit Documents.
(b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.20(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. $5,000,000 in excess thereof.
(c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Credit 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto thereto, (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Credit Documents consistent with the provisions and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicableintent of Section 9.02(d) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. 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 and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section.
(b) Section 2.20, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. This Section 2.18 Section 2.20 shall supersede any provisions of Section 10.01 in Section 2.18 or 9.02 to the contrary.
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Sources: Credit Agreement (Deluxe Corp)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower or any Guarantor may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities Term Loan Commitments or any Incremental Revolving Credit Loan Commitments then outstanding under this Agreement (or any Incremental Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Commitments or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect theretothereto and either, at the option of the Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence, issuance or effectiveness (as determined by the Borrower in good faith) or are reasonably satisfactory to the Administrative Agent (except for covenants or other provisions applicable only to periods after the applicable Latest Maturity Date) or (B) if not substantially consistent with the terms of the corresponding Refinanced Debt, are not materially more restrictive to Holdings and its Subsidiaries (when taken as a whole) than the terms and conditions of this Agreement (when taken as a whole) (except for covenants or other provisions applicable only to periods after the applicable Latest Maturity Date) (it being understood that (A) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, the terms and conditions of such Indebtedness will be deemed not to be more restrictive than the terms and conditions of this Agreement if such financial maintenance covenant is also added for the benefit of this Agreement and (B) no consent shall be required from the Administrative Agent for terms or conditions that are not market terms or are more restrictive than this Agreement if such terms are added to this Agreement) and (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinancedClass. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans Loans, Refinancing Term Loan Commitments or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(b) This Section 2.18 2.22 shall supersede any provisions of in Section 10.01 10.02 to the contrary.
Appears in 1 contract
Refinancing Facilities. (a) At any time after and from time to time, subject to the Closing Dateterms and conditions set forth herein and subject to the satisfaction or waiver of the Refinancing/Extension Condition, the Borrower may obtainmay, from any Lender or any Additional Lender (by notice to the extent agreed Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to by such Lender or Additional Lender in its sole discretioneach of the Lenders), Credit Agreement request to add one or more tranches of Term A Loans (the “Refinancing Indebtedness in respect of all Term Loans”) or any portion of one or more additional revolving credit facility tranches (the “Refinancing Revolving Facilities”; together with the Refinancing Term Loans, Prepetition Subsidiary Debtthe “Refinancing Facilities”); provided that the principal amount of such Refinancing Revolving Facilities or Refinancing Term Loans, as applicable, does not exceed the principal amount of the Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Facility or Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitmentsso refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, respectivelyand fees and expenses reasonably incurred, in each case, pursuant connection with such refinancing. Refinancing Facilities may be secured on a pari passu or junior lien basis to a the remaining Obligations or unsecured.
(b) The Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness Facilities are subject to the following terms and conditions:
(i) willeach Refinancing Facility will not be Guaranteed by any Person other than the Guarantors hereunder and, to the extent secured, rank pari passu or junior in right of payment and of security with will not be secured by any assets other than the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), Collateral;
(ii) will, no existing Lender will be required to the extent permitted by the definition of “Credit Agreement participate in any such Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, Facility without its consent;
(iii) willall representations and warranties set forth in Article V shall be true and correct in all material respects on and as of the date of the incurrence of the Refinancing Facilities except any representations and warranties which expressly relate to a given date or period shall only be required to be true and correct in all material respects as of the respective date or for the respective period, as the case may be; provided that in connection with any Limited Condition Acquisition, (A) the Lenders providing such Refinancing Facilities may elect to waive the requirement to make the representations and warranties set forth in Article V as required by the foregoing and (B) such representations and warranties will be subject to customary “SunGard” and “certain funds” conditionality;
(iv) no Default would exist after giving effect thereto; provided that in the case of a Limited Condition Acquisition, such Default may be tested in accordance with 1.08 of the Nexstar Credit Agreement if an LCA Election has been made by the Nexstar Borrower;
(v) the maturity date of any Refinancing Term Loans shall be no earlier than the Maturity Date of the First Amendment Effective Date Term Loans and the Weighted Average Life to Maturity of such Refinancing Term Loans shall be not shorter than the Weighted Average Life to Maturity of the First Amendment Effective Date Term Loans;
(vi) [Reserved];
(vii) in the case of a Refinancing Revolving Facility, (A) the maturity date of such Refinancing Revolving Facility shall be no earlier than the Maturity Date of the Revolving Credit Facility, (B) such Refinancing Revolving Facility shall require no scheduled amortization or mandatory commitment reduction prior to the extent in Maturity Date of the form of Revolving Credit Facility, (C) the Refinancing Revolving Facility shall be on substantially the same terms and pursuant to substantially the same documentation applicable to the Revolving Credit Loans or Facility, and (D) borrowings and repayments under the Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein Facility shall be made on a pro rata basis with any then outstanding the Revolving Credit Loans and Revolving Credit CommitmentsFacility;
(viii) the interest rate margins, except that prepayment premiums, call protection, the Borrower shall be permitted to permanently repay and terminate commitments maturity date of any such Class on a better than a pro rata basis Refinancing Term Loans (subject to clause (v) above) and (subject to clauses (v) and (vii) above, as compared appropriate) amortization schedule applicable to any other Class with a later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Term Loans or Refinancing Revolving Credit Commitments Facilities shall be determined by the Borrower and unless the Required Revolving Credit Lenders lenders thereunder;
(ix) [Reserved];
(x) any Refinancing Term Loans, for purposes of mandatory prepayments, shall have consented thereto, have be treated no more favorably than the First Amendment Effective Date Term Loans;
(xi) (A) the terms and conditions of such Refinancing Term Loans and Refinancing Revolving Facility (other excluding pricing, call protection and optional prepayment or redemption terms) reflect market terms on the date of incurrence as reasonably determined by the Borrower, (B) such Refinancing Term Loans or Refinancing Revolving Facility shall be subject to an Intercreditor Agreement (if applicable) and (C) such Refinancing Term Loans or Refinancing Revolving Facility shall not contain covenants (including financial maintenance covenants), taken as a whole, that are materially tighter than interest rate margins and commitment fees(or in addition to) identical to those contained in this Agreement (except for covenants applicable only to the Revolving Credit Commitments period after the Maturity Date of the First Amendment Effective Date Term Loans); and
(xii) each Refinancing Facility shall be in an integral multiple of $1,000,000 and Revolving Credit Loans being refinanced. The effectiveness be in an aggregate principal amount that is not less than (A) $5,000,000 in the case of any Refinancing Amendment Term Loans or (B) $2,000,000 in the case of any Refinancing Revolving Facilities; provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above.
(c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Refinancing Term Loans and/or Refinancing Revolving Facilities. Any additional bank, financial institution, existing Lender or other Person that elects to provide the applicable Refinancing Facility shall be subject to, an Eligible Assignee that is reasonably satisfactory to the extent reasonably requested by Borrower and the Administrative Agent (any such bank, financial institution, existing Lender or in the case of Revolving Credit Commitments and Revolving Credit Loansother Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Refinancing Facility Amendment”) to this Agreement and, as appropriate, the Revolver Agent)other Loan Documents, receipt executed by the Borrower, such Additional Lender and the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, Each Refinancing Facility Amendment shall promptly notify each Lender as include a supplement to the effectiveness Facilities Schedule. No Refinancing Facility Amendment shall require the consent of each any Lenders other than the Additional Lenders with respect to such Refinancing Facility Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness Commitments in respect of any Refinancing Amendment, Facilities shall become Commitments under this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Agreement. A Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section.
(b) This Section 2.18 2.14. The proceeds of any Refinancing Term Loans will be used only for general corporate purposes. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall supersede any provisions of Section 10.01 not apply to the contrarytransactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Refinancing Facilities. (a) At The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by the Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.14 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.14. 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 less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause) before the Maturity Date applicable to the Term Loans being refinanced;
(ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrower and the relevant Refinancing Term Loan Lenders (as defined below);
(iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrower or a Subsidiary Guarantor;
(iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of the Borrower or any of its Subsidiaries other than the Collateral;
(v) all other terms applicable to such Refinancing Term Loans (except as set forth above) shall (I) be substantially identical to, or (II) (taken as a whole) be otherwise not materially more favorable to the Refinancing Term Loan Lenders than those applicable to the then outstanding Term Loans, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and 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 (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)).
(b) The Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); 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 a series of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans.
(c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.17(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by the Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.17(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrower and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.17(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender, and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of Section 2.17, including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrower to effect the foregoing.
(d) On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Eligible Transferee that becomes a Lender, Credit Agreement Refinancing Indebtedness in respect of which refinances all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or (or unused Revolving Credit Commitments Commitments) then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans Commitments or Refinancing Revolving Credit Commitments, respectively, in each case, Loans pursuant to a Refinancing Amendmentan amendment to this Agreement among Holdings, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Refinancing Lenders providing such Refinancing Revolving Commitments or Additional Lenders with respect theretoRefinancing Revolving Loans (a “Refinancing Revolving Amendment”); provided that notwithstanding anything to the contrary in this Section 2.17 or otherwise, (iii1) will, to the extent in the form borrowing and repayment of Refinancing Revolving Credit Loans or (except for (A) payments of interest and fees at different rates on Refinancing Revolving Credit 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 of Revolving Loans with respect to Refinancing Revolving Commitments after the date of obtaining any Refinancing Revolving Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein ) shall be made on a pro rata basis with any then outstanding all other Revolving Credit Loans and Revolving Credit Commitments, except that (2) subject to the Borrower provisions of Section 2.12 to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Letters of Credit shall be permitted to permanently repay and terminate commitments of any such Class participated on a better than a pro rata basis as compared to any other Class by all Lenders with a later maturity date than such Class Commitments in accordance with their percentage of the Revolving Commitments and (iv3) will, to the extent in the form assignments and participations of Refinancing Revolving Credit Loans or Commitments and Refinancing Revolving Credit Commitments Loans shall be governed by the same assignment and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those participation provisions applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees thatthat this Agreement and the other Credit Documents may be amended pursuant to a Refinancing Revolving Amendment, upon without the effectiveness consent of any Refinancing Amendmentother Lenders, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Revolving Commitments and/or Refinancing Revolving Loans incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Credit Documents consistent with the provisions of Section 13.12 and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable(iii) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.17, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Revolving Amendment.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 1 contract
Sources: First Lien Credit Agreement
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtainshall have the right to refinance, from any Lender or any Additional Lender renew and/or replace
(to i) [reserved],
(ii) all of the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of Term Loans then outstanding and/or
(iii) all or any portion of the Term Loans, Prepetition Subsidiary Debt, any Revolving Credit Loans and/or Revolving Credit Loan Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities in effect or any Incremental outstanding Revolving Credit Commitments then outstanding under this Agreement Loans (or including any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and Refinancing Revolving Loans) (clauses (i), (ii) and (iii) above, together, “Refinanced Debt”) with (x) (A) in the case of clause (i) or clause (ii) above, one or more new term loan facilities established hereunder by adding one or more new term loan commitments (each such commitment, a “Refinancing Term Loan Commitment”, and the loans made thereunder, “Refinancing Term Loans”) and (B) in the case of clause (iii) above, one or more new revolving credit facilities established hereunder by adding one or more new revolving credit commitments (each such commitment, a “Refinancing Revolving Credit Commitment”, and the loans made thereunder, “Refinancing Revolving Loans”) or (y) other Indebtedness in the form of one or more series of notes or loans (such other notes or loans, “Other Permitted Refinancing Revolving Debt”, and clauses (x) and (y) above, together, “Credit Loans or Agreement Refinancing Revolving Credit Commitments, respectively, in each caseIndebtedness”), pursuant to a Refinancing Amendment, together with provided that:
(iv) any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank that ranks pari passu or junior in right of payment and security will be subject to the Pari Passu Intercreditor Agreement or the Junior Lien Intercreditor Agreement, as applicable;
(v) no Refinancing Term Loans or Other Permitted Refinancing Debt will have a maturity date that is prior to the latest maturity date applicable to the Refinanced Debt being refinanced thereby, nor a shorter Weighted Average Life to Maturity than, the Refinanced Debt being refinanced thereby;
(vi) no Refinancing Revolving Loans will have a maturity date (nor will the revolving credit facility in respect thereof require commitment reductions) prior to the maturity date of security with the other Loans and Commitments hereunder Refinanced Debt being refinanced thereby;
(but for the avoidance of doubt, vii) such Credit Agreement Refinancing Indebtedness may be unsecuredwill have such pricing (including interest, fees and premiums), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums optional prepayment and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, lenders thereof;
(iiiviii) will, to any Credit Agreement Refinancing Indebtedness that is secured shall not be secured by assets other than Collateral;
(ix) any Credit Agreement Refinancing Indebtedness that is guaranteed shall not be guaranteed by any Person other than the extent in the form of Subsidiary Guarantors;
(x) such Credit Agreement Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, Indebtedness will have terms and conditions (other than interest rate margins and commitment feesthose described in clauses (ii) through (vi) of this proviso) that are substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the lenders providing such Credit Agreement Refinancing Indebtedness than, those applicable to the Revolving Refinanced Debt being refinanced thereby (except for covenants or other provisions applicable only to periods after the latest Maturity Date at the time such Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness Agreement Refinancing Indebtedness is incurred);
(xi) the aggregate principal amount of any Credit Agreement Refinancing Amendment Indebtedness shall be subject tonot exceed the aggregate principal amount of the Refinanced Debt being refinanced thereby, plus any interest, premiums, fees and expenses, or to the extent reasonably requested otherwise permitted under this Agreement; and
(xii) no Refinancing Term Loans shall share more favorably than ratably in any mandatory prepayments hereunder.
(b) Any Credit Agreement Refinancing Indebtedness may be provided by the Administrative Agent any Lender or any Augmenting Lender. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.22 shall be in an aggregate principal amount that is (i) not less than $10,000,000 (or in integral multiples of $5,000,000 in excess thereof) in the case of Revolving Credit Refinancing Term Loans and Refinancing Term Loan Commitments and Revolving Credit Loans, the Revolver Agent(ii) not less than $5,000,000 (or in integral multiples of $1,000,000 in excess thereof), receipt by in each case, or such other amount of the Administrative Agent or Revolver Agent, as applicable, total outstanding amount of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. Refinanced Debt.
(c) The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans Loans, Refinancing Term Loan Commitments or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, 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 issued under any Refinanced Debt shall be reallocated to the Lenders under the Credit Agreement Refinancing Indebtedness refinancing such Refinanced Debt accordance with the terms of such Refinancing Amendment.
(bd) This Section 2.18 2.22 shall supersede any provisions of in Section 10.01 2.11, 9.03 or 12.02 to the contrary.
Appears in 1 contract
Refinancing Facilities. (a) At any time after the Closing Date, the The Borrower may obtainfrom time to time, from any Lender request (x) one or any Additional Lender (more new term loan facilities to the extent agreed to by such Lender or Additional Lender in its sole discretion), credit facilities under this Credit Agreement (the “Specified Refinancing Indebtedness in respect of Term Loans”) to refinance all or any portion of the any Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Credit Agreement and/or (which will be deemed y) one or more new revolving facilities to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding the credit facilities under this Credit Agreement to refinance all or a portion of any class of Revolving Loans (or any the “Specified Refinancing Revolving Credit Loans outstanding pursuant thereto)Loans”) or Revolving Commitments (the “Specified Refinancing Revolving Commitments” and together with any then outstanding Specified Refinancing Term Loans or any then outstanding Specified Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectivelythe “Specified Refinancing Facilities”), in each case, case pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreementprocedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower; provided, provided that such Credit Agreement Specified Refinancing Indebtedness Facilities: (i) will, to the extent secured, will rank pari passu or junior in right of payment and of security with as the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), hereunder; (ii) willwill not have obligors or contingent obligors that were not obligors or contingent obligors in respect of the Obligations; (iii) will be (A) unsecured or (B) secured by the Collateral on a pari passu or junior basis with the Obligations pursuant to an Acceptable Intercreditor Agreement that is reasonably satisfactory to the Administrative Agent and the Borrower; (iv) 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 weighted average life to maturity of, the Revolving Loans and/or Term Loans being refinanced, as applicable; (v) any Specified Refinancing Term Loan or Specified Refinancing Revolving Loan shall share ratably in any prepayments of the Loans pursuant to Section 2.05(b) (or otherwise provide for more favorable prepayment treatment for the then outstanding Loans other than the Specified Refinancing Term Loans); (vi) subject to clause (v) above, shall have terms and conditions that are the same as the Loan(s) being refinanced or, if not consistent with the terms of the Loan(s) being refinanced, shall be reasonably satisfactory to the Administrative Agent; (vii) no Event of Default shall have occurred and be continuing at the time such Specified Refinancing Facilities are incurred; and (viii) the Net Cash Proceeds of such Specified Refinancing Facilities shall be applied, substantially concurrently with the incurrence thereof, to the extent permitted by pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Sections 2.05 and 2.07, as applicable; provided, however, that such Specified Refinancing Facilities; (A) shall not have a principal or commitment amount greater than the definition of “Credit Agreement Refinancing Indebtedness,” have such pricingLoans being refinanced (excluding accrued interest, interest rate margins fees (including “MFN” provisionsoriginal issue discount and upfront fees), rate floors, discounts, fees, premiums or expenses) and prepayment (B) may provide for any additional or redemption different financial or other covenants or other provisions and terms as may be that are agreed by among the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to lenders thereof and applicable only during periods after the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments Maturity Date of any of the Loans that remain outstanding after giving effect to such Class Specified Refinancing Facilities or the date on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions which all non-refinanced Obligations (other than interest rate margins and commitment feescontingent non-refinanced Obligations with respect to which no claim has been made) identical are paid in full.
(b) The Borrower shall make any request for Specified Refinancing Facilities pursuant to those applicable a written notice to the Revolving Credit Commitments and Revolving Credit Loans Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Specified Refinancing Facilities may be provided by existing Lenders (it being refinanced. understood that existing Lenders are not required to provide such proposed Specified Refinancing Facilities) or Eligible Assignees in such respective amounts as the Borrower may elect.
(c) The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction (or waiver in accordance with Section 11.01) on the date thereof of each of the conditions set forth in clause (a) above and Section 5.02, and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof legal opinions, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent and/or reaffirmation agreements, including any supplements or amendments to the Credit Documents providing for such Specified Refinancing Facilities to be secured thereby, generally consistent, where applicable, with those delivered on the Closing DateDate (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). The Lenders hereby authorize the Administrative Agent to enter into amendments to this Credit Agreement and the other Credit Documents with the Borrower as may be necessary or desirable in order to establish any Specified Refinancing Facilities and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Specified Refinancing Facilities, in each case on terms consistent with and/or to effect the provisions of this Section 2.17, it being understood and agreed that no Lender shall be required to consent to such amendment.
(d) Each class of Specified Refinancing Facilities incurred under this Section 2.17 shall be in an aggregate principal amount that is (i) not less than $25,000,000, or $5,000,000 increments in excess thereof or (ii) the amount required to refinance all of the applicable class of Loans and/or Commitments.
(e) The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each Notwithstanding anything to the contrary in Section 11.01, each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Specified Refinancing Indebtedness Facilities incurred pursuant thereto (including any amendments necessary to treat the Loans addition of such Specified Refinancing Facilities as separate facilities hereunder and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced treated in a manner consistent with such the credit facilities under this Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced being refinanced, including for purposes of prepayments and satisfied in all respectsvoting). Any Refinancing Amendment may, without the consent of any Person other Lendersthan the Borrower, the Administrative Agent, the Lenders providing such Specified Refinancing Facilities and, in the case of any Specified Refinancing Revolving Loans or Specified Refinancing Revolving Commitments, the L/C Issuers, effect such amendments to this Credit Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower to effect the provisions of or be consistent with this SectionSection 2.17.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 1 contract
Refinancing Facilities. (a) At any time after the Closing Date, the Applicable Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Agreement Refinancing Indebtedness in respect of (A) all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which for purposes of this clause (A) will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Term Loan Commitments) or and any then outstanding Refinancing Term Loans or (B) all or any then outstanding portion of the Revolving Facility Loans (or unused Revolving Facility Commitments or any Incremental Loans or unused Incremental Revolving Facility Commitments or any unused Refinancing Revolving Credit Facility Commitment of Refinancing Revolving Facility Loans) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Commitments or (y) Refinancing Revolving Facility Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Facility Commitments, respectivelyas the case may be, in each case, case pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” will have such pricing, interest rate margins (including “MFN” provisions)premiums, rate floors, discounts, fees, premiums floors and optional prepayment or redemption provisions and terms as may be agreed by the Applicable Borrower and the Lenders or Additional Lenders with respect theretothereof, (iii) will(x) with respect to any Refinancing Revolving Facility Loans or Refinancing Revolving Facility Commitments, will have a maturity date that is not prior to the extent scheduled maturity date of the applicable Revolving Facility Loans (or unused Revolving Facility Commitments) being refinanced and (y) with respect to any Refinancing Term Loans or Refinancing Term Commitments, will have a maturity date that is not prior to the scheduled maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced and (iv) will have other terms and conditions that are substantially identical to (or in the case of any Credit Agreement Refinancing Indebtedness in the form of notes, are on market terms or are substantially identical to), or (taken as a whole) are no more favorable to the investors providing such Credit Agreement Refinancing Revolving Credit Loans or Refinancing Revolving Credit CommitmentsIndebtedness than the Refinanced Debt; provided, participate in the paymentfurther, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Revolving Applicable Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Commitments and Revolving Credit Loans being refinancedAgreement Refinancing Indebtedness is issued, Incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 6.1 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof customary legal opinions, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing DateDate (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 Tranche of Credit Agreement Refinancing Indebtedness Incurred under this Section 4.19 shall be in an aggregate principal amount that is (x) not less than (x)(i) $50,000,000 in the case of Refinancing Term Loans or $25,000,000 in the case of Refinancing Closing Date Revolving LoansFacility Commitments and (yii) an integral multiple of $50,000,000 in excess thereof in the case of Refinancing Term Loans or $25,000,000 in excess thereof in the case of Refinancing Revolving LoansClosing Date Revolving Facility Commitments and (y) not less than (i) C$25,000,000 in the case of Refinancing 2024 Canadian Revolving Facility Commitments and (ii) an integral multiple of C$25,000,000 in excess thereof in the case of Refinancing 2024 Canadian Revolving Facility Commitments. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the Applicable Borrower of Swingline Loans, pursuant to any Refinancing Revolving Facility Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the applicable Revolving Facility Commitments and in each case with the consent of the applicable Issuing Lenders and applicable Swingline LendersLender. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred Incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Facility Loans, Refinancing Revolving Credit Loan Facility Commitments and/or Refinancing Term Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of 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 Lender, participations in Letters of Credit expiring on or after the Closing Date Revolving Facility Termination Date shall be reallocated from Lenders holding Closing Date Revolving Facility Commitments to Lenders holding extended revolving commitmentsClosing Date Revolving Facility 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 the relevant Revolving Facility Commitments, be deemed to be participation interests in respect of such Revolving Facility Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.18 4.19 shall supersede any provisions of in Section 10.01 4.8 or Section 11.1 to the contrary.
Appears in 1 contract
Refinancing Facilities. (a) At The Borrower may, at any time or from time to time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender upon written notice to Administrative Agent (to the extent agreed to by such Lender or Additional Lender in its sole discretiona “Refinancing Loan Request”), Credit Agreement Refinancing Indebtedness in respect request the establishment of all one or any portion more new Classes of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding term loans under this Agreement (any such new Class, “Refinancing Commitments”) established in exchange for, or to replace, repurchase, retire or refinance, in whole or in part, as selected by the Borrower, any one or more then-existing Class or Classes of Loans or Commitments (with respect to a particular Refinancing Commitment or Refinancing Loan, such existing Loans or Commitments, “Refinanced Debt”), whereupon Administrative Agent shall promptly deliver a copy of each such notice to each of the Lenders.
(b) Any Refinancing Loans made pursuant to Refinancing Commitments made on a Refinancing Tranche Closing Date shall be designated a separate Class of Refinancing Loans for all purposes of this Agreement. On any Refinancing Tranche Closing Date on which will be deemed any Refinancing Commitments of any Class are effected, subject to include any then outstanding Incremental Term the satisfaction of the terms and conditions in this Section 3.4, (i) each Refinancing Lender of such Class shall make a Loan to the Borrower (a “Refinancing Loan”) in an amount equal to its Refinancing Commitment of such Class and (ii) each Refinancing Lender of such Class shall become a Lender hereunder with respect to the Refinancing Commitment of such Class and the Refinancing Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding of such Class made pursuant thereto).
(c) Each Refinancing Loan Request from the Borrower pursuant to this Section 3.4 shall set forth the requested amount and proposed terms of the relevant Refinancing Loans and identify the Refinanced Debt with respect thereto. Refinancing Loans may be made by any existing Lender (but no existing Lender will have an obligation to make any Refinancing Commitment, nor will the Borrower have any obligation to approach any existing Lender to provide any Refinancing Commitment) or by any then outstanding other lender (each such existing Lender or other lender providing such Commitment or Loan, a “Refinancing Term Lender” and, collectively, “Refinancing Lenders”); provided that (i) the Administrative Agent shall have consented (not to be unreasonably conditioned, withheld or delayed) to such existing Lender’s or lender’s making such Refinancing Loans or to the extent such consent, if any, would be required under Section 11.6 for an assignment of Loans to such other lender and (ii) any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form Affiliate of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Lender providing a Refinancing Commitment shall be subject to the same restrictions set forth in Section 11.6 as they would otherwise be subject to with respect to any purchase by or assignment to such Affiliate of a Lender of Loans.
(d) The effectiveness of any Refinancing Amendment, and the Refinancing Commitments thereunder, shall be subject to the satisfaction on the date thereof (a “Refinancing Tranche Closing Date”) of each of the following conditions, together with any other conditions set forth in the Refinancing Amendment:
(i) after giving effect to such Refinancing Commitments, the conditions of Sections 6.1(m) and (o) shall be satisfied (it being understood that all references to “the date of such extension of credit” or similar language in such Section 6 shall be deemed to refer to the applicable Customary Intercreditor Agreement Refinancing Tranche Closing Date),
(ii) each Refinancing Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of 1,000,000, (provided that such amount may be less than $5,000,000, and not in an increment of $1,000,000, if such amount is equal to the entire outstanding principal amount of Refinanced Debt), and
(iii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, good standing certificates, board resolutions, officers’ certificates and/or reaffirmation agreements consistent in all material respects with those delivered on the Closing Date under Section 6 (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), including any supplements or amendments to the Security Documents providing for such Refinancing Commitments and Refinancing Loans to be secured thereby by the Collateral of the Loan Parties.
(e) The terms, provisions and documentation of the Refinancing Loans and Refinancing Commitments of any Class shall be as agreed between the Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Loans existing on the Refinancing Tranche Closing Date, shall be consistent with clauses (i) or (ii) below, as applicable, and otherwise shall be (taken as a whole) substantially identical to, or not materially more favorable (as reasonably determined by Borrower in good faith and conclusively evidenced by a certificate of the Borrower) to the Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for covenants or other customary subordination agreementprovisions applicable only to periods after the Maturity Date (as of the applicable Refinancing Tranche Closing Date) of such Class being refinanced, and pricing, optional prepayment, or redemption terms); provided, that if the “effective yield” applicable to a given tranche of Refinancing Loans (which, for such Credit Agreement purposes only, shall be deemed to take account any then applicable interest rate margin, interest rate benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (x) the life of such loans and (y) four years) payable to all Refinancing Indebtedness Lenders providing such Refinancing Loans but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Refinancing Lenders providing such Refinancing Loans) determined as of the initial funding date for such Refinancing Loans exceeds the “effective yield” of any Initial Loans or any other tranche of Loans (unless the terms of such tranche provide that such tranche is not subject to this provision) (determined on the same basis as provided above, with the comparative determination to be made in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practice) by more than the Yield Differential, the Applicable Margin for such Initial Loans or such other tranche of Loans subject to a Yield Differential shall automatically be increased by the Yield Differential effective upon the making of the applicable Refinancing Loans. In any event, the Refinancing Loans:
(i) willas of the Refinancing Tranche Closing Date, to shall not have a final scheduled maturity date earlier than the extent secured, rank pari passu or junior in right Maturity Date of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), Refinanced Debt,
(ii) will, shall have a weighted average life to maturity not shorter than the remaining weighted average life to maturity of the Refinanced Debt on the date of incurrence of such Refinancing Loans (except by virtue of amortization or prepayment of the Refinanced Debt prior to the extent permitted by the definition time of “Credit Agreement Refinancing Indebtednesssuch incurrence),” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto,
(iii) willshall not be subject to any guaranty by any person other than a Loan Party and shall not include any borrower other than a borrower hereunder,
(iv) shall provide that the permanent repayment of Loans with respect to, to and termination or reduction of, Refinancing Commitments after the extent in the form of associated Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein Tranche Closing Date shall be made on a pro rata basis, or on a less than (but not greater than, except that Refinancing Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with any then outstanding Revolving Credit Loans and Revolving Credit other Commitments, other than the Commitments in effect on the Closing Date) pro rata basis, with all other Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments Commitments in respect of any such Class of Loans on a better greater than a pro rata basis as compared to any other Class of Loans with a later maturity date Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement,
(v) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interest and fees on such Refinanced Debt plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Loans, and
(vi) (I) shall rank pari passu in right of payment with the Obligations under the then existing Loans and (ivII) willshall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Subsidiary not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented theretoif secured, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject toto an Intercreditor Agreement.
(f) Commitments in respect of Refinancing Loans shall become additional Commitments under this Agreement pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, to as appropriate, the extent reasonably requested other Loan Documents, executed by the Administrative Agent (or in the case of Revolving Credit Borrower, each Refinancing Lender providing such Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other LendersLoan Party, Agent or Lender, effect such amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent) to this Agreement and the other Loan Documents with the Borrower as may be deemed necessary or appropriate, appropriate by Administrative Agent to effect the provisions of this SectionSection 3.4, including, if applicable, amendments necessary or appropriate to effect any lien subordination and associated rights of the applicable Lenders to the extent any Refinancing Loans are to rank junior in right of security. The Borrower will use the proceeds, if any, of the Refinancing Loans in exchange for, or to extend, renew, replace, repurchase, retire or refinance, and shall permanently terminate applicable commitments under, substantially concurrently, the applicable Refinanced Debt.
(bg) This Section 2.18 shall supersede any provisions of Section 10.01 The Borrower may, upon written notice to the contraryAdministrative Agent, at any time or from time to time after the Closing Date issue, incur or otherwise obtain (A) secured Indebtedness in the form of one or more series of senior secured notes or loans that are secured on a pari passu basis with the Obligations (but without regard to the control of remedies) (such notes or loans, “Permitted Pari Passu Secured Refinancing Debt”), (B) secured Indebtedness in the form of one or more series of second lien (or other junior lien) secured notes or loans (such notes or loans, “Permitted Junior Secured Refinancing Debt”) and (C) unsecured Indebtedness in the form of one or more series of unsecured notes or loans (such notes or loans, “Permitted Unsecured Refinancing Debt” and together with Permitted Pari Passu Secured Refinancing Debt and Permitted Junior Secured Refinancing Debt, “Refinancing Equivalent Debt”), in each case, in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or in part, any existing Loans (“Refinanced Loans”). Any Refinancing Equivalent Debt:
(i) (1) shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Loans, (2) shall not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Refinanced Loans (except by virtue of amortization or prepayment of the Refinanced Loans prior to the time of such incurrence), (3) shall not have scheduled amortization or payments of principal and not be subject to mandatory redemption, repurchase or prepayment (except with respect to change of control, asset sale, insurance and casualty and condemnation event mandatory offers to purchase or prepayment events and events of default), in each case prior to the Maturity Date of the Refinanced Loans, (4) shall not be guaranteed by persons other than Guarantors and shall not include any borrower or issuer other than the Borrower hereunder, (5) if in the form of subordinated Permitted Unsecured Refinancing Debt, shall be subject to a subordination agreement or provisions as reasonably agreed by Administrative Agent, and (6) shall not have a greater principal amount than the principal amount of the Refinanced Loans plus any accrued but unpaid interest and fees on such Refinanced Loans plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Loans and any defeasance costs and any reasonable fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Equivalent Debt Loans, and (7) except as otherwise set forth in this clause, shall have terms and conditions (other than with respect to pricing, optional prepayment or redemption terms) which are (taken as a whole) substantially identical to, or not materially more favorable (as reasonably determined by the Borrower in good faith and conclusively evidenced by a certificate of the Borrower) to the lenders or holders providing such Refinancing Equivalent Debt, than those applicable to the Refinanced Loans (except for covenants or other provisions applicable only to periods after the Maturity Date of the applicable Refinanced Loans at the time of the issuance or incurrence of such Refinancing Equivalent Debt);
(1) if either Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt, shall be subject to security agreements relating to such Refinancing Equivalent Debt that are substantially the same as or more favorable to the Loan Parties than the Security Documents (with such differences as are reasonably satisfactory to Administrative Agent and Collateral Agent), (2) if Permitted Pari Passu Secured Refinancing Debt, (x) shall be secured by the Collateral on a pari passu basis with the Obligations and shall not be secured by any property or assets of either Borrower or any of their Subsidiaries other than the Collateral, and (y) shall be subject to an Intercreditor Agreement, and (3) if Permitted Junior Secured Refinancing Debt, (x) shall be secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and shall not be secured by any property or assets of the Borrower or any of its Subsidiaries other than the Collateral, and (y) shall be subject to an Intercreditor Agreement, and
(iii) shall be incurred, and the proceeds thereof used, solely to repay, repurchase, retire or refinance substantially concurrently the Refinanced Loans and terminate all commitments thereunder.
Appears in 1 contract
Sources: Credit Agreement (Silicon Graphics International Corp)
Refinancing Facilities. (a) At any time From and after the Closing Escrow Release Date, Borrower may, by written notice to Agent from time to time, request one or more new term facilities (each, a “Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing Revolving Facility”; the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to as “Refinancing Facilities”), in each case to refinance all or a portion of any existing Loans or Commitments in an aggregate principal amount not to exceed (i) the aggregate principal amount of the Loans or Commitments being refinanced, plus (ii) any accrued interest, fees, premiums (if any), costs and expenses related thereto (including any original issue discount or upfront fees) (clauses (i) and (ii) together, the “Refinancing Amount”). Such notice shall set forth the amount of the Refinancing Facilities (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000), as applicable. Borrower may obtain, seek Refinancing Facilities from any Lender existing Lenders (each of which shall be entitled to agree or any Additional Lender (decline to the extent agreed to by such Lender or Additional Lender participate in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Additional Lender.
(b) It shall be a condition precedent to the Incurrence of any Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, Facilities that such Credit Agreement Refinancing Indebtedness (i) will, no Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such the extent secured, rank pari passu or junior in right Incurrence of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)Facilities, (ii) willthe terms of the Refinancing Facilities shall comply with this Section 2.16 and (iii) substantially concurrently with the Incurrence of any Refinancing Facility, 100% of the Refinancing Amount shall be applied to repay the extent permitted Loans or Commitments being refinanced (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Facility shall be determined by Borrower and the definition Persons providing the Refinancing Facility (each, a “Refinancing Lender”) and set forth in a Refinancing Amendment; provided that (i) the final maturity date of “any Refinancing Facility shall be no earlier than the maturity date of the Loans or Commitments being refinanced, (ii) the Weighted Average Life to Maturity of the Refinancing Facility shall be no shorter than the remaining Weighted Average Life to Maturity of any Loans or Commitments being refinanced, (iii) [reserved], (iv) no such Refinancing Facility may be guaranteed by any Subsidiary or Parent that is not a Credit Agreement Party and the Refinancing Indebtedness,” have such Facility shall not be secured by any assets other than Collateral, (v) the pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, call protections, premiums and optional prepayment and redemption terms applicable to the Refinancing Facility shall be determined by Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Facility may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder, except for prepayments in connection with a refinancing of such Refinancing Facility and (vii) to the extent the terms of the Refinancing Facility are inconsistent with the terms set forth herein (except as set forth in clauses (i) through (vi) above and excluding pricing, interest rate floors, discounts, fees, call protections, premiums and optional prepayment or redemption provisions and terms), such terms as may shall be agreed by the Borrower and the Lenders substantially similar to, or Additional Lenders with respect thereto, (iii) will, not materially more favorable to the extent in Refinancing Lenders than, the terms and conditions of the Loans or Commitments being refinanced, unless such more favorable terms are not effective until after the Latest Maturity Date.
(d) In connection with any Refinancing Facility, Borrower, Agent and each applicable Refinancing Lender shall execute and deliver to Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Revolving Credit Loans or Amendment”) and such other documentation as Agent shall reasonably specify to evidence such Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinancedFacility. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriateappropriate (but only to such extent), in the reasonable opinion of Agent and Borrower, to effect the provisions of this SectionSection 2.16, including any amendments necessary to establish the applicable Refinancing Facility as a new Class of Loans, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of Agent and Borrower in connection with the establishment of such new Class, in each case on terms consistent with this Section 2.16.
(be) This Section 2.18 2.16 shall supersede any provisions of provision in Section 10.01 2.9, 2.15(c), or 12.2 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Forward Air Corp)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender new lender (provided that if Administrative Agent would have consent rights with respect to such new lender under Section 11.04 herein were such new lender to take an assignment of Loans or Commitments hereunder, then such new lender shall be reasonably acceptable to the extent agreed Administrative Agent (in consultation with Borrower) (such acceptance not to be unreasonably withheld or delayed) and provided further that any Refinancing Loans and Refinancing Commitments held by the Sponsors or their Affiliates shall be subject to the same restrictions as applicable to Sponsor Permitted Assignees pursuant to the terms of Section 11.04) (each such Lender or lender being an “Additional Lender in its sole discretionLender”), Credit Agreement (x) Refinancing Indebtedness Term Commitments and/or Refinancing Term Loans in respect of all or any portion of the (1) any Term Loan Commitments, Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans Commitments and/or Revolving Credit Commitments Loans then outstanding under this Agreement and (which will be deemed to include 2) any then outstanding Incremental Term Credit Agreement Refinancing Indebtedness and (y) Refinancing Revolving Commitments and/or Refinancing Revolving Loans under any Incremental Facilities in respect of all or any Incremental portion of any Revolving Credit Commitments and/or Revolving Loans then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectivelyAgreement, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness Loans and Refinancing Commitments:
(i) will, to the extent secured, shall rank pari passu or junior in right of payment and of security with the other Initial Term Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), Initial Revolving Commitments,
(ii) willin the case of Refinancing Term Loans (except with respect to any such Indebtedness in an aggregate principal amount not exceeding the Inside Maturity Amount at such time), shall have a maturity date no earlier than the Initial Term Loan Maturity Date and a Weighted Average Life to Maturity no shorter than the extent permitted by Weighted Average Life to Maturity of the Initial Term Loans;
(iii) in the case of Refinancing Revolving Loans, shall mature no earlier than, and require no scheduled amortization or differing mandatory commitment reduction prior to, the applicable Revolving Maturity Date of the Class of Revolving Commitments being refinanced (which (x) in the case of a refinancing of the 2021 US Dollar Revolving Commitments, shall be the date set forth in clause (i) of the definition of “Credit Agreement Refinancing Indebtedness,Revolving Maturity Date” and (y) in the case of a refinancing of the 2022 US Dollar Revolving Commitments or the Multicurrency Revolving Commitments, shall be the date set forth in clause (ii) of the definition of “Revolving Maturity Date”);
(iv) shall have such pricing, interest rate margins (including “MFN” provisions)margins, discounts, premiums, interest rate floors, discounts, fees, premiums and prepayment or redemption provisions (subject to clauses (ii) and terms as may be agreed (iii) above) amortization schedule determined by the Borrower and the Lenders or Additional Lenders with respect thereto, Lenders;
(iiiv) will, to the extent in the form case of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, shall participate in the payment, borrowing, participation and commitment reduction provisions herein herein, (A) in the case of US Dollar Revolving Loans and US Dollar Revolving Commitments, on a pro rata basis with any all then outstanding US Dollar Revolving Credit Loans and US Dollar Revolving Credit Commitments and (B) in the case of Multicurrency Revolving Loans and Multicurrency 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 with any all then outstanding Multicurrency Revolving Loans and Multicurrency Revolving Commitments (except, in each case, for (x) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings) (y) repayments required upon the final scheduled maturity date of the Refinancing Revolving Commitments and any other Class of Revolving Commitments and (z) repayment made in connection with a later maturity date permanent repayment in full and termination in full of Revolving Commitments);
(vi) shall not benefit from any guarantees or collateral that do not ratably benefit the other Term Loans and Revolving Loans, respectively;
(vii) other than such with respect to Refinancing Revolving Commitments and Refinancing Revolving Loans in the form of US Dollar Revolving Commitments and US Dollar Revolving Loans (which for the avoidance of doubt shall be incurred and available only in Dollars), may be incurred in Dollars or any Alternative Currency;
(viii) in the case of Refinancing Term Loans, may participate on (I) a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments of any Class of Term Loans hereunder and (ivII) willa pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(d)(ii))) in any mandatory prepayments of any Class of Term Loans hereunder; and
(ix) have such other terms as shall be determined by Borrower; provided that (x) with respect to Refinancing Term Loans, to the extent such terms or provisions (other than any terms or provisions applicable only to periods after the Initial Term Loan Maturity Date) are not consistent with the Initial Term Loans (other than as set forth in this Section 2.21(a)), they shall be reasonably satisfactory to the Administrative Agent (it being understood that, at Borrower’s election, to the extent any term or provision is added for the benefit of the Additional Lenders, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added (or the features of such term are provided) for the benefit of the Lenders of the Initial Term Loans) and (y) with respect to Refinancing Revolving Commitments, to the extent such terms or provisions (other than any terms or provisions applicable only to periods after the Revolving Maturity Date with respect to the Class of Revolving Commitments being refinanced) are not consistent with the Initial Revolving Commitments (other than as set forth in this Section 2.21(a)), they shall be reasonably satisfactory to the Administrative Agent (it being understood that, at Borrower’s election, to the extent any term or provision is added for the benefit of the Additional Lenders, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added (or the features of such term are provided) for the benefit of the Lenders of the Initial Revolving Commitments). Notwithstanding anything to the contrary in Section 11.02, the Administrative Agent is expressly permitted, without the consent of any Lenders or the Issuing Bank, to amend the Loan Documents (including Section 2.09) to the extent necessary or appropriate in the reasonable discretion of the Administrative Agent to give effect to any Refinancing Term Commitment or Refinancing Revolving Commitments pursuant to this Section 2.21 (which may be in the form of Refinancing Revolving Credit an amendment and restatement), including to provide to the Lenders of any Class of Loans or Commitments hereunder the benefit of any term or provision that is added under any Refinancing Revolving Credit Commitments and unless Amendment for the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to benefit of the Revolving Credit Commitments and Revolving Credit Loans being refinancedAdditional Lenders. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness Loans and Refinancing Commitments incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicableLoans) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness Loans and Refinancing Commitments shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 1 contract
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Agreement Refinancing Indebtedness in respect of (A) all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which for purposes of this clause (A) will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Term Loan Commitments) or and any then outstanding Refinancing Term Loans or (B) all or any then outstanding portion of the Revolving Loans (or unused Revolving Commitments or any Incremental Loans or unused Incremental Revolving Commitments or any unused Refinancing Revolving Credit Commitment of Refinancing Revolving Loans) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Commitments or (y) Refinancing Revolving Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectivelyas the case may be, in each case, case pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” will have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums pricing and optional prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect theretothereof, (iii) will(x) with respect to any Refinancing Revolving Loans or Refinancing Revolving Commitments, will have a maturity date that is not prior to the extent maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Refinancing Term Loans or Refinancing 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) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrower and the Lenders thereof and (v) will have other terms and conditions that are substantially identical to (or in the case of any Credit Agreement Refinancing Indebtedness in the form of notes, are on market terms or are substantially identical to), or (taken as a whole) are no more favorable to the investors providing such Credit Agreement Refinancing Revolving Credit Loans or Refinancing Revolving Credit CommitmentsIndebtedness than the Refinanced Debt; provided, participate in the paymentfurther, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Revolving Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Commitments and Revolving Credit Loans being refinancedAgreement Refinancing Indebtedness is issued, Incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 6.2 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof legal opinions, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing DateDate (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 Tranche of Credit Agreement Refinancing Indebtedness Incurred under this Section 4.19 shall be in an aggregate principal amount that is (x) not less than $100,000,000 in the case of Refinancing Term Loans or $50,000,000 in the case of Refinancing Revolving Loans and (y) an integral multiple of $50,000,000 in excess thereof in the case of Refinancing Term Loans or $25,000,000 in excess thereof in the case of Refinancing Revolving Loans. 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 Refinancing 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 and in each case with the consent of the applicable Issuing Lenders and Swingline Lenders. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred Incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Loans, Refinancing Revolving Credit Loan Commitments and/or Refinancing Term Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of 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 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, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.18 4.19 shall supersede any provisions of in Section 10.01 4.8 or Section 11.1 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (IAA, Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Applicable Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Agreement Refinancing Indebtedness in respect of (A) all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which for purposes of this clause (A) will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Term Loan Commitments) or and any then outstanding Refinancing Term Loans or (B) all or any then outstanding portion of the Revolving Facility Loans (or unused Revolving Facility Commitments or any Incremental Loans or unused Incremental Revolving Facility Commitments or any unused Refinancing Revolving Credit Facility Commitment of Refinancing Revolving Facility Loans) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Commitments or (y) Refinancing Revolving Facility Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Facility Commitments, respectivelyas the case may be, in each case, case pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” will have such pricing, interest rate margins (including “MFN” provisions)premiums, rate floors, discounts, fees, premiums floors and optional prepayment or redemption provisions and terms as may be agreed by the Applicable Borrower and the Lenders or Additional Lenders with respect theretothereof, (iii) will(x) with respect to any Refinancing Revolving Facility Loans or Refinancing Revolving Facility Commitments, will have a maturity date that is not prior to the extent scheduled maturity date of the applicable Revolving Facility Loans (or unused Revolving Facility Commitments) being refinanced and (y) with respect to any Refinancing Term Loans or Refinancing Term Commitments, will have a maturity date that is not prior to the scheduled maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced and (iv) will have other terms and conditions that are substantially identical to (or in the case of any Credit Agreement Refinancing Indebtedness in the form of notes, are on market terms or are substantially identical to), or (taken as a whole) are no more favorable to the investors providing such Credit Agreement Refinancing Revolving Credit Loans or Refinancing Revolving Credit CommitmentsIndebtedness than the Refinanced Debt; provided, participate in the paymentfurther, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Revolving Applicable Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Commitments and Revolving Credit Loans being refinancedAgreement Refinancing Indebtedness is issued, Incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 6.1 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof customary legal opinions, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing DateDate (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 Tranche of Credit Agreement Refinancing Indebtedness Incurred under this Section 4.19 shall be in an aggregate principal amount that is not less than (x)(i) $50,000,000 in the case of Refinancing Term Loans or $25,000,000 in the case of Refinancing Closing Date Revolving Facility Commitments and (ii) an integral multiple of $50,000,000 in excess thereof in the case of Refinancing Term Loans or $25,000,000 in excess thereof in the case of Refinancing Closing Date Revolving Facility Commitments and (y) not less than (i) C$25,000,000 in the case of Refinancing 2024 Canadian Revolving Facility Commitments and (ii) an integral multiple of C$25,000,000 in excess thereof in the case of Refinancing 2024 Canadian Revolving Facility Commitments. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the Applicable Borrower of Swingline Loans, pursuant to any Refinancing Revolving Facility Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the applicable Revolving Facility Commitments and in each case with the consent of the applicable Issuing Lenders and applicable Swingline Lender. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred Incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Facility Loans, Refinancing Revolving Credit Loan Facility Commitments and/or Refinancing Term Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of 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 Lender, participations in Letters of Credit expiring on or after the Closing Date Revolving Facility Termination Date shall be reallocated from Lenders holding Closing Date Revolving Facility Commitments to Lenders holding extended Closing Date Revolving Facility 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 the relevant Revolving Facility Commitments, be deemed to be participation interests in respect of such Revolving Facility Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.18 4.19 shall supersede any provisions of in Section 10.01 4.8 or Section 11.1 to the contrary.
Appears in 1 contract
Refinancing Facilities. (a) At any time after and from time to time, subject to the Closing Dateterms and conditions set forth herein and subject to the satisfaction or waiver of the Refinancing/Extension Condition, the Borrower may obtainmay, from any Lender or any Additional Lender (by notice to the extent agreed Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to by such Lender or Additional Lender in its sole discretioneach of the Lenders), Credit Agreement request to add one or more tranches of Term A Loans (the “Refinancing Indebtedness in respect of all Term Loans”) or any portion of one or more additional revolving credit facility tranches (the “Refinancing Revolving Facilities”; together with the Refinancing Term Loans, Prepetition Subsidiary Debtthe “Refinancing Facilities”); provided that the principal amount of such Refinancing Revolving Facilities or Refinancing Term Loans, as applicable, does not exceed the principal amount of the Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Facility or Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitmentsso refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, respectivelyand fees and expenses reasonably incurred, in each case, pursuant connection with such refinancing. Refinancing Facilities may be secured on a pari passu or junior lien basis to a the remaining Obligations or unsecured.
(b) The Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness Facilities are subject to the following terms and conditions:
(i) willeach Refinancing Facility will not be Guaranteed by any Person other than the Guarantors hereunder and, to the extent secured, rank pari passu or junior in right of payment and of security with will not be secured by any assets other than the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), Collateral;
(ii) will, no existing Lender will be required to the extent permitted by the definition of “Credit Agreement participate in any such Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, Facility without its consent;
(iii) willall representations and warranties set forth in Article V shall be true and correct in all material respects on and as of the date of the incurrence of the Refinancing Facilities except any representations and warranties which expressly relate to a given date or period shall only be required to be true and correct in all material respects as of the respective date or for the respective period, as the case may be; provided that in connection with any Limited Condition Acquisition, (A) the Lenders providing such Refinancing Facilities may elect to waive the requirement to make the representations and warranties set forth in Article V as required by the foregoing and (B) such representations and warranties will be subject to customary “SunGard” and “certain funds” conditionality;
(iv) no Default would exist after giving effect thereto; provided that in the case of a Limited Condition Acquisition, such Default may be tested in accordance with 1.08 of the Nexstar Credit Agreement if an LCA Election has been made by the Nexstar Borrower;
(v) the maturity date of any Refinancing Term Loans shall be no earlier than the Maturity Date of the FirstSecond Amendment Effective Date Term Loans and the Weighted Average Life to Maturity of such Refinancing Term Loans shall be not shorter than the Weighted Average Life to Maturity of the FirstSecond Amendment Effective Date Term Loans;
(vi) [Reserved];
(vii) in the case of a Refinancing Revolving Facility, (A) the maturity date of such Refinancing Revolving Facility shall be no earlier than the Maturity Date of the Revolving Credit Facility, (B) such Refinancing Revolving Facility shall require no scheduled amortization or mandatory commitment reduction prior to the extent in Maturity Date of the form of Revolving Credit Facility, (C) the Refinancing Revolving Facility shall be on substantially the same terms and pursuant to substantially the same documentation applicable to the Revolving Credit Loans or Facility, and (D) borrowings and repayments under the Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein Facility shall be made on a pro rata basis with any then outstanding the Revolving Credit Loans and Revolving Credit CommitmentsFacility;
(viii) the interest rate margins, except that prepayment premiums, call protection, the Borrower shall be permitted to permanently repay and terminate commitments maturity date of any such Class on a better than a pro rata basis Refinancing Term Loans (subject to clause (v) above) and (subject to clauses (v) and (vii) above, as compared appropriate) amortization schedule applicable to any other Class with a later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Term Loans or Refinancing Revolving Credit Commitments Facilities shall be determined by the Borrower and unless the Required Revolving Credit Lenders lenders thereunder;
(ix) [Reserved];
(x) any Refinancing Term Loans, for purposes of mandatory prepayments, shall have consented thereto, have be treated no more favorably than the FirstSecond Amendment Effective Date Term Loans;
(xi) (A) the terms and conditions of such Refinancing Term Loans and Refinancing Revolving Facility (other excluding pricing, call protection and optional prepayment or redemption terms) reflect market terms on the date of incurrence as reasonably determined by the Borrower, (B) such Refinancing Term Loans or Refinancing Revolving Facility shall be subject to an Intercreditor Agreement (if applicable) and (C) such Refinancing Term Loans or Refinancing Revolving Facility shall not contain covenants (including financial maintenance covenants), taken as a whole, that are materially tighter than interest rate margins and commitment fees(or in addition to) identical to those contained in this Agreement (except for covenants applicable only to the Revolving Credit Commitments period after the Maturity Date of the FirstSecond Amendment Effective Date Term Loans); and
(xii) each Refinancing Facility shall be in an integral multiple of $1,000,000 and Revolving Credit Loans being refinanced. The effectiveness be in an aggregate principal amount that is not less than (A) $5,000,000 in the case of any Refinancing Amendment Term Loans or (B) $2,000,000 in the case of any Refinancing Revolving Facilities; provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above.
(c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Refinancing Term Loans and/or Refinancing Revolving Facilities. Any additional bank, financial institution, existing Lender or other Person that elects to provide the applicable Refinancing Facility shall be subject to, an Eligible Assignee that is reasonably satisfactory to the extent reasonably requested by Borrower and the Administrative Agent (any such bank, financial institution, existing Lender or in the case of Revolving Credit Commitments and Revolving Credit Loansother Person being called an “Additional Lender”) and, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicableif not already a Lender, shall promptly notify each become a Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, under this Agreement shall be deemed amended pursuant to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.an
Appears in 1 contract
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender new lender (provided that if Administrative Agent would have consent rights with respect to such new lender under Section 11.04 herein were such new lender to take an assignment of Loans or Commitments hereunder, then such new lender shall be reasonably acceptable to the extent agreed Administrative Agent (in consultation with Borrower) (such acceptance not to be unreasonably withheld or delayed) and provided further that any Refinancing Loans and Refinancing Commitments held by the Sponsors or their Affiliates shall be subject to the same restrictions as applicable to Sponsor Permitted Assignees pursuant to the terms of Section 11.04) (each such Lender or new lender being an “Additional Lender in its sole discretionLender”), Credit Agreement (x) Refinancing Indebtedness Term Commitments and/or Refinancing Term Loans in respect of all or any portion of the (1) any Term Loan Commitments, Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans Commitments and/or Revolving Credit Commitments Loans then outstanding under this Agreement and (which will be deemed to include 2) any then outstanding Incremental Term Credit Agreement Refinancing Indebtedness and (y) Refinancing Revolving Commitments and/or Refinancing Revolving Loans under any Incremental Facilities in respect of all or any Incremental portion of any Revolving Credit Commitments and/or Revolving Loans then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectivelyAgreement, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness Loans and Refinancing Commitments:
(i) will, to the extent secured, shall rank pari passu or junior in right of payment and of security with the other Initial Term Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), Initial Revolving Commitments,
(ii) willin the case of Refinancing Term Loans, shall have a maturity date no earlier than the Initial Term Loan Maturity Date and a Weighted Average Life to Maturity no shorter than the extent permitted by Weighted Average Life to Maturity of the definition Initial Term Loans;
(iii) in the case of “Credit Agreement Refinancing Indebtedness,” Revolving Loans, shall mature no earlier than, and require no scheduled amortization or differing mandatory commitment reduction prior to, the applicable Revolving Maturity Date of the Class of Revolving Commitments being refinanced;
(iv) shall have such pricing, interest rate margins (including “MFN” provisions)margins, discounts, premiums, interest rate floors, discounts, fees, premiums and prepayment or redemption provisions (subject to clauses (ii) and terms as may be agreed (iii) above) amortization schedule determined by the Borrower and the Lenders or Additional Lenders with respect thereto, Lenders;
(iiiv) will, to the extent in the form case of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, shall participate in the payment, borrowing, participation and commitment reduction provisions herein herein, (A) in the case of US Dollar Revolving Loans and US Dollar Revolving Commitments, on a pro rata basis with any all then outstanding US Dollar Revolving Credit Loans and US Dollar Revolving Credit Commitments and (B) in the case of Multicurrency Revolving Loans and Multicurrency 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 with any all then outstanding Multicurrency Revolving Loans and Multicurrency Revolving Commitments (except, in each case, for (x) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings) (y) repayments required upon the final scheduled maturity date of the Refinancing Revolving Commitments and any other Class of Revolving Commitments and (z) repayment made in connection with a later maturity date permanent repayment in full and termination in full of Revolving Commitments);
(vi) shall not benefit from any guarantees or collateral that do not ratably benefit the other Term Loans and Revolving Loans, respectively;
(vii) other than such with respect to Refinancing Revolving Commitments and Refinancing Revolving Loans in the form of US Dollar Revolving Commitments and US Dollar Revolving Loans (which for the avoidance of doubt shall be incurred and available only in Dollars), may be incurred in Dollars or any Alternative Currency;
(viii) in the case of Refinancing Term Loans, may participate on (I) a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments of any Class of Term Loans hereunder and (ivII) willa pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(d)(ii))) in any mandatory prepayments of any Class of Term Loans hereunder; and
(ix) have such other terms as shall be determined by Borrower; provided that (x) with respect to Refinancing Term Loans, to the extent such terms or provisions (other than any terms or provisions applicable only to periods after the Initial Term Loan Maturity Date) are not consistent with the Initial Term Loans (other than as set forth in this Section 2.21(a)), they shall be reasonably satisfactory to the Administrative Agent (it being understood that, at Borrower’s election, to the extent any term or provision is added for the benefit of the Additional Lenders, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added (or the features of such term are provided) for the benefit of the Lenders of the Initial Term Loans) and (y) with respect to Refinancing Revolving Commitments, to the extent such terms or provisions (other than any terms or provisions applicable only to periods after the Revolving Maturity Date) are not consistent with the Initial Revolving Commitments (other than as set forth in this Section 2.21(a)), they shall be reasonably satisfactory to the Administrative Agent (it being understood that, at Borrower’s election, to the extent any term or provision is added for the benefit of the Additional Lenders, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added (or the features of such term are provided) for the benefit of the Lenders of the Initial Revolving Commitments). Notwithstanding anything to the contrary in Section 11.02, the Administrative Agent is expressly permitted, without the consent of any Lenders or the Issuing Bank, to amend the Loan Documents (including Section 2.09) to the extent necessary or appropriate in the reasonable discretion of the Administrative Agent to give effect to any Refinancing Term Commitment or Refinancing Revolving Commitments pursuant to this Section 2.21 (which may be in the form of Refinancing Revolving Credit an amendment and restatement), including to provide to the Lenders of any Class of Loans or Commitments hereunder the benefit of any term or provision that is added under any Refinancing Revolving Credit Commitments and unless Amendment for the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to benefit of the Revolving Credit Commitments and Revolving Credit Loans being refinancedAdditional Lenders. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ ' certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness Loans and Refinancing Commitments incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicableLoans) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness Loans and Refinancing Commitments shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(b) This Section 2.18 2.21 shall supersede any provisions of in Section 10.01 2.14 or Section 11.02 to the contrary.
Appears in 1 contract
Refinancing Facilities. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an "Additional Refinancing Lender") (provided that Administrative Agent and each Lender shall have consented (such consent not to be unreasonably withheld or delayed unless a Default or Event of Default has occurred and is continuing) to such Lender's or Additional Refinancing Lender's providing such Refinancing Commitments to the extent agreed such consent, if any, would be required under Section 11.06 for an assignment of Loans or Commitments, as applicable, to by such Lender or Additional Lender in its sole discretionRefinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Loans (which, for the Term purposes of this Section, shall include Refinancing Loans) (or unused Commitments (which, Prepetition Subsidiary Debtfor purposes of this Section, Revolving Credit Loans and/or Revolving Credit Commitments shall include Refinancing Commitments)) then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments Agreement, in the form of Refinancing Revolving Credit Loans Commitments or Refinancing Revolving Credit Commitments, respectively, in each case, Loans pursuant to a Refinancing AmendmentAmendment; provided that notwithstanding anything to the contrary in this Section 2.15 or otherwise, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right borrowing and repayment (except for (A) payments of payment interest and of security with the other Loans fees at different rates on Refinancing Commitments (and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecuredrelated outstandings), (iiB) will, repayments required upon the maturity date of the Refinancing Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, clause (iii) will, below)) of Loans with respect to Refinancing Commitments after the extent in the form date of obtaining any Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein Commitments shall be made on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit all other Commitments, except that (ii) the Borrower permanent repayment of Loans with respect to, and termination of, Refinancing Commitments after the date of obtaining any Refinancing Commitments shall be permitted to permanently repay and terminate commitments of any such Class made on a better than a pro rata basis as compared with all other Commitments, (iii) assignments and participations of Refinancing Commitments and Refinancing Loans shall be governed by the same assignment and participation provisions applicable to any other Class with a later maturity date than such Class Commitments and Loans, (iv) willthe Refinancing Loans may have different amortization payments and maturity dates than the other Loans and the Refinancing Commitments may have longer (but not shorter) availability periods than the Availability Period; provided that the final maturity date and weighted average life to maturity of such Refinancing Loans shall not be prior to or shorter than that applicable to the Loans being refinanced thereby, (v) all other terms applicable to such Refinancing Loans and Refinancing Commitments (other than provisions relating to original issue discount, upfront fees and interest rates, which shall be as agreed between the Borrower and the Refinancing Lenders providing such Refinancing Loans and Refinancing Commitments) shall be identical to the terms applicable to the Loans and Commitments, respectively, being refinanced thereby (except to the extent such covenants and other terms (A) apply solely to any period after the latest stated final maturity of the Loans in effect on the Refinancing Effective Date immediately prior to the borrowing of such Refinancing Loans and the incurrence of such Refinancing Commitments or (B) are otherwise added for the benefit of the other Lenders hereunder), (vi) the proceeds of Refinancing Loans and the Refinancing Commitments shall be applied, substantially concurrently with the incurrence thereof, to the extent in refinancing of the form outstanding Loans and Commitments so refinanced, and (vii) the principal amount of Refinancing Revolving Credit Loans and the Refinancing Commitments does not exceed the principal amount of Loans and Commitments, respectively, being refinanced thereby except by an amount equal to unpaid accrued interest and premium thereon plus other amounts owing or Refinancing Revolving Credit unpaid related to such Loans and Commitments being refinanced and unless the Required Revolving Credit Lenders shall have consented theretofees and expenses incurred in connection with such refinancing (including, have terms underwriting, commitment, syndication and conditions similar fees).
(other than interest rate margins and commitment feesb) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof (i) customary legal opinions, as applicable, of reaffirmation agreements board resolutions and board resolutions, officers’ ' certificates and legal opinions consistent with those delivered on the Closing Date. The 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 Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as and (ii) reaffirmation agreements and/or such amendments to the effectiveness Collateral Documents as may be reasonably requested by Administrative Agent in order to ensure that such Refinancing Indebtedness is provided with the benefit of each the applicable Loan Documents.
(c) Each issuance of Refinancing Amendment. Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than U.S.$5,000,000 and (y) an integral multiple of U.S.$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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicableii) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.15, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendment.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Atlantica Yield PLC)
Refinancing Facilities. (a) At any time after This Agreement may be amended with the Closing Datewritten consent of the Administrative Agent, the Swing Line Lender, the Issuing Bank, Holdings, the Borrower may obtain, from any Lender or any Additional Lender and the Lenders providing the Replacement Revolving Commitments (as defined below) to permit the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect refinancing of all or any portion of the Term Loans, Prepetition Subsidiary Debt, outstanding Revolving Credit Loans and/or Commitments (the “Refinanced Revolving Credit Commitments then outstanding under this Agreement Commitments”) with replacement revolving commitments (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental the “Replacement Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Commitments”) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreementhereunder; provided, provided that such Credit Agreement Refinancing Indebtedness (i) willthe aggregate principal amount of such Replacement Revolving Commitments shall not exceed the aggregate principal amount of such Refinanced Revolving Commitments (plus any related fees and expenses and other amounts paid, unpaid accrued interest and premium thereon), (ii) such Replacement Revolving Commitments shall have a maturity date that is not prior the maturity date of the Refinanced Revolving Commitments, (iii) the Applicable Margin (or similar interest rate spread applicable to such Replacement Revolving Commitments), interest rate floors, upfront fees, original issue discount, call protection and commitment or similar fees with respect to such Replacement Revolving Commitments shall be as agreed by the extent secured, Borrower and the Lenders providing such Replacement Revolving Commitments; (iv) such Replacement Revolving Commitments shall rank pari passu or junior in right of payment and of security with the other Revolving Loans and Revolving Commitments hereunder hereunder, (but v) all other terms applicable to such Replacement Revolving Commitments shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments, than those applicable to such Refinanced Revolving Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the avoidance latest final maturity of doubtthe Revolving Commitments in effect immediately prior to such refinancing (other than that applicable to such Refinanced Revolving Commitments) and (vi) the proceeds of such Replacement Revolving Commitments shall be applied, such Credit substantially concurrently with the incurrence thereof, to the reduction of Refinanced Revolving Commitments (and repayment of Revolving Loans outstanding thereunder) pursuant to Section 2.14. 100
(b) This Agreement Refinancing Indebtedness may be unsecuredamended with the written consent of the Administrative Agent, Holdings, the 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 (“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 (plus any related fees and expenses and other amounts paid, unpaid accrued interest and premium thereon), except pursuant to an Incremental Term Loan consummated in accordance with Section 2.27, (ii) will, the Applicable Margin (or similar interest rate spread applicable to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricingReplacement Term Loans), interest rate margins (including “MFN” provisions), rate floors, discounts, upfront fees, premiums original issue discount, call protection, scheduled amortization and prepayment or redemption provisions voluntary and terms mandatory prepayments with respect to such Replacement Term Loans shall be as may be agreed by the Borrower and the Lenders or Additional Lenders with respect theretoproviding such Replacement Term Loans, (iii) willthe 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) and will have a maturity date that is not prior to the maturity date of the Refinanced Term Loans, (iv) such Replacement Term Loans shall rank pari passu in right of payment and of security with the Term Loans hereunder, (v) if applicable, the Borrower shall have paid the prepayment premium pursuant to Section 2.14(c) in respect of the Refinanced Term Loans, (vi) all other terms applicable to such Replacement Term Loans shall be substantially identical to, 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 (other than that applicable to such Refinanced Term Loans) and (vii ) the proceeds of such Replacement Term Loans shall be applied, substantially concurrently with the incurrence thereof, to the extent in the form reduction of Refinancing Revolving Credit Refinanced Term Loans or Refinancing Revolving Credit Commitments, pursuant to Section 2.14. Replacement Term Loans may participate in the payment, borrowing, participation and commitment reduction provisions herein 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 of any Term Loans hereunder, as specified in the applicable Refinancing Amendment. 101
(c) This Agreement may be amended with the written consent of the Administrative Agent, the Issuing Bank, Holdings, the Borrower and the Lenders providing the Replacement LC Commitments (as defined below) to permit the refinancing of all or any then portion of the outstanding Revolving Credit Loans LC Facility Commitments (the “Refinanced LC Commitments”) with replacement letter of credit facility commitments (the “Replacement LC Commitments”) hereunder; provided that (i) the aggregate principal amount of such Replacement LC Commitments shall not exceed the aggregate principal amount of such Refinanced LC Commitments (plus any related fees and Revolving Credit expenses and other amounts paid, unpaid accrued interest and premium thereon), (ii) such Replacement LC Commitments shall have a maturity date that is not prior the maturity date of the Refinanced LC Commitments, (iii) the letter of credit, fronting and commitment fees and interest rate floors, upfront fees, original issue discount and call protection with respect to such Replacement LC Commitments (or similar payments applicable to the issuance of letters of credit under such Replacement LC Commitments) shall be as agreed by the Borrower and the Lenders providing such Replacement LC Commitments; (iv) obligations under such Replacement LC Commitments shall rank pari passu in right of payment and of security with the obligations under the LC Facility Commitments hereunder, (v) all other terms applicable to such Replacement LC Commitments shall be substantially identical to, or less favorable to the Lenders providing such Replacement LC Commitments, than those applicable to such Refinanced LC Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the LC Facility Commitments in effect immediately prior to such refinancing (other than that applicable to such Refinanced LC Commitments) and (vi) the Borrower proceeds of such Replacement LC Commitments 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 applied, substantially concurrently with a later maturity date than such Class and (iv) willthe incurrence thereof, to the extent in the form reduction of Refinancing Revolving Credit Loans Refinanced LC Commitments (and replacement or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions Cash Collateralization of outstanding letters of credit thereunder) pursuant to Section 2.14.
(other than interest rate margins and commitment feesd) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 amendment to this Agreement pursuant to clause (a), (b) or (c) above or in connection with any Credit Agreement Refinancing Indebtedness (a “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 Replacement Revolving Commitments, Replacement Term Loans, Replacement LC Commitments or Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respectsthereto. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents solely as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, 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 Maturity Date with respect to the Revolving Facility or the LC Facility shall be reallocated from Lenders holding Revolving Commitments or LC Facility Commitments, as applicable, to Lenders holding Replacement Revolving Commitments or Replacement LC Commitments, as applicable, 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 or LC Facility Commitments, as applicable, be deemed to be participation interests in respect of such Revolving Commitments or LC Facility Commitments, as applicable, and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. 102
(e) No Refinancing Amendment shall become effective unless, on the proposed effective date of such Refinancing Amendment, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of such date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.
(bf) This Section 2.18 2.28 shall supersede any provisions of Section 10.01 in Sections 2.18 or 9.1 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Intrawest Resorts Holdings, Inc.)
Refinancing Facilities. (a) At any time after the Closing DateOn one or more occasions, the Borrower may obtain, from any Lender or any Additional Lender (other bank or financial institution or other institutional lender or investor that agrees to the extent agreed to by such Lender provide any portion of Refinancing Term Commitments, Refinancing Term Loans, Other REvolvingRevolving Commitments, or Additional Lender in its sole discretion)Other Revolving Loans, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Term Commitments, respectivelyRefinancing Term Loans, Other Revolving Commitments, or Other Revolving Loans, in each case, case pursuant to a Refinancing AmendmentAmendment in accordance with this Section 2.17 (each, together with any applicable Customary Intercreditor Agreement an “Additional Refinancing Lender”); provided that (i) the Administrative Agent, the Swing Line Lender and each L/C Issuer shall have consented (and such consent not to be unreasonably withheld, conditioned, or other customary subordination agreementdelayed) to such Lender’s or Additional Refinancing Lender’s providing such Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments, or Other Revolving Loans to the extent such consent, if any, would be required under Section 10.06 for an assignment of Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments, or Other Revolving Loans, as applicable, to such Lender or Additional Refinancing Lender; provided, further, that such Credit Agreement the following terms are satisfied:
a. any Refinancing Indebtedness Term Loans may participate on a pro rata basis or on a less than pro rata basis (ibut not on a greater than pro rata basis) will, to as among the extent secured, rank pari passu or junior various Series of Incremental Term Loans (in right of payment and of security accordance with the other respective outstanding principal amounts thereof) in any voluntary or mandatory repayments or prepayments of Incremental Term Loans hereunder, as specified in the applicable Refinancing Amendment;
b. the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecuredand related outstandings), (iiB) will, 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 (d) below)) of Other Revolving Loans after the extent permitted by the definition date of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may obtaining any Other Revolving Commitments shall be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein made on a pro rata basis with any then outstanding all other Revolving Credit Commitments;
c. all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Applicable Revolving Credit Percentage;
d. notwithstanding anything to the contrary herein, the permanent repayment of Other Revolving Loans with respect to, and termination of, Other Revolving Commitments, after the date of the applicable Refinancing Amendment, shall be made on a pro rata basis with all other Revolving Credit Loans and Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class class on a better than a pro rata basis as compared to any other Class class with a later maturity date than such Class class; and
e. assignments and (iv) will, to the extent in the form participations of Refinancing Other Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless Other Revolving Loans shall be governed by the Required Revolving Credit Lenders shall have consented thereto, have terms same assignment and conditions (other than interest rate margins and commitment fees) identical to those participation provisions applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. Loans.
(b) The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof (i) customary legal opinions, as applicable, of reaffirmation agreements board resolutions and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The 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 or Revolver Agentand (ii) reaffirmation agreements and/or such amendments to the Collateral Documents (including, as if applicable, shall promptly notify each Lender as modifications to the effectiveness Mortgages, title insurance endorsements or policies) as may be reasonably requested by the Administrative Agent in order to ensure that the enforceability of each the Collateral Documents and the perfection and priority of the Liens thereunder are preserved and maintained.
(c) Each issuance of Credit Agreement Refinancing Amendment. Indebtedness under Section 2.17(a) shall be in an aggregate principal amount that is not less than $25,000,000.
(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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicableii) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions Provisionsprovisions of this SectionSection 2.17, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment.
(be) This Section 2.18 2.17 shall supersede any provisions of in Section 2.13 and 10.01 to the contrary, and nothing in Section 2.05 to the contrary shall prohibit the application of this Section 2.17.
(f) For the purposes of this Section 2.17, the capitalized terms used but not otherwise defined in this Agreement shall have the following meanings:
Appears in 1 contract
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Agreement Refinancing Indebtedness in respect of (A) all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which for purposes of this clause (A) will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Term Loan Commitments) or and any then outstanding Refinancing Term Loans or (B) all or any then outstanding portion of the Revolving Loans (or unused Revolving Commitments or any Incremental Loans or unused Incremental Revolving Commitments or any unused Refinancing Revolving Credit Commitment of Refinancing Revolving Loans) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Commitments or (y) Refinancing Revolving Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectivelyas the case may be, in each case, case pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” will have such pricing, interest rate margins (including “MFN” provisions)premiums, rate floors, discounts, fees, premiums floors and optional prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect theretothereof, (iii) will(x) with respect to any Refinancing Revolving Loans or Refinancing Revolving Commitments, will have a maturity date that is not prior to the extent scheduled maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Refinancing Term Loans or Refinancing Term Commitments, will have a maturity date that is not prior to the scheduled maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced and (iv) will have other terms and conditions that are substantially identical to (or in the case of any Credit Agreement Refinancing Indebtedness in the form of notes, are on market terms or are substantially identical to), or (taken as a whole) are no more favorable to the investors providing such Credit Agreement Refinancing Revolving Credit Loans or Refinancing Revolving Credit CommitmentsIndebtedness than the Refinanced Debt; provided, participate in the paymentfurther, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Revolving Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Commitments and Revolving Credit Loans being refinancedAgreement Refinancing Indebtedness is issued, Incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 6.1 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof customary legal opinions, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing DateDate (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 Tranche of Credit Agreement Refinancing Indebtedness Incurred under this Section 4.19 shall be in an aggregate principal amount that is (x) not less than $50,000,000 in the case of Refinancing Term Loans or $25,000,000 in the case of Refinancing Revolving Loans and (y) an integral multiple of $50,000,000 in excess thereof in the case of Refinancing Term Loans or $25,000,000 in excess thereof in the case of Refinancing Revolving Loans. 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 Refinancing 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 and in each case with the consent of the applicable Issuing Lenders and Swingline Lenders. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred Incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Loans, Refinancing Revolving Credit Loan Commitments and/or Refinancing Term Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of 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 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, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.18 4.19 shall supersede any provisions of in Section 10.01 4.8 or Section 11.1 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (OPENLANE, Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities Term Loan Commitments or any Incremental Revolving Credit Loan Commitments then outstanding under this Agreement (or any Incremental Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Commitments or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments Loan Commitments, respectively, in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreementagreement that is reasonably acceptable to the Administrative Agent; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, will rank pari passu or junior in right of payment and of security (to the extent secured) with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, thereto and (iii) will, no Event of Default would exist immediately after giving effect to the extent in the form funding of such Credit Agreement Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinancedIndebtedness. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans Loans, Refinancing Term Loan Commitments or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. For the avoidance of doubt, no Credit Agreement Refinancing Indebtedness can be used to prepay or repay any Loans made on the Closing Date without the Applicable Prepayment Premium due thereon, if any.
(b) This Section 2.18 2.22 shall supersede any provisions of in Section 10.01 10.02 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Blend Labs, Inc.)
Refinancing Facilities. (a) At any The Borrower may, from time to time after the Closing Date, refinance or replace loans or commitments under the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include Facility, any then outstanding Incremental Term Loans under any Incremental Facilities Facility or any Incremental Revolving Credit Commitments then outstanding under this Agreement Facility with one or more new term loan facilities (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding each, a “Refinancing Term Loans or any then outstanding Facility”) and new revolving credit facilities (each, a “Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing AmendmentFacility”, together with any Refinancing Term Facility, the “Refinancing Facilities”) or with one or more additional series of senior unsecured notes or loans or senior secured notes or loans that will be secured by the Collateral on a pari passu basis with the Revolving Credit Facility, the Term Facility or applicable Customary Intercreditor Agreement Incremental Facility or other customary subordination agreementsecured notes or loans that are junior in right of security in the Collateral (any such notes or loans, “Refinancing Notes” and together with the Refinancing Facilities, “Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, such Refinancing Debt will rank pari passu or junior in right of payment and of security with as the other Loans Advances and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, any Refinancing Term Facility or Refinancing Notes shall not mature prior to the extent permitted by maturity date of, or have a shorter weighted average life than, or have mandatory prepayment provisions (other than related to change of control offers) that could result in prepayments of such Refinancing Debt prior to, the definition of “Credit Agreement Refinancing Indebtedness,” have loans under such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment Term Facility or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect theretoIncremental Term Facility being refinanced, (iii) will, any Refinancing Revolving Facility shall not mature (or require commitment reductions or amortization) prior to the extent in Maturity Date for the form of Refinancing Revolving Credit Loans Facility or the maturity date of the revolving commitments being replaced, (iv) such Refinancing Revolving Credit CommitmentsDebt will not be Guaranteed or issued by any Person that is not a Loan Party, participate in (v) the paymentother terms and conditions, borrowingtaken as a whole, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 Refinancing Debt (excluding pricing (as compared to any other Class with a later maturity date than such Class which no “most favored nation” clause shall apply) and (ivoptional prepayment or redemption terms) willare substantially similar to, or not materially less favorable to the extent in Borrower and its Restricted Subsidiaries, than, the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those conditions, taken as a whole, applicable to the loans or revolving commitments being refinanced or replaced (except for covenants or other provisions applicable only to periods after the latest maturity date of the Revolving Credit Commitments and Facility, the applicable Term Facility or applicable Incremental Facility), (vi) with respect to (1) Refinancing Notes secured by Collateral or (2) any Refinancing Term Facility secured by Liens on the Collateral that are junior in priority to the Liens on the Collateral securing the Term Facility or Revolving Credit Loans being refinanced. The effectiveness Facility, such agreements or Liens will be subject to an intercreditor agreement reasonably acceptable to the Administrative Agent and (vii) the aggregate principal amount of any Refinancing Amendment Facility or Refinancing Notes shall not be subject to, to greater than the extent reasonably requested by the Administrative Agent aggregate principal amount (or in committed amount) of the case of Revolving Credit Commitments Facility, the applicable Term Facility or applicable Incremental Facility being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and the Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent Facility or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent applicable Incremental Facility being refinanced or Revolver Agent, as applicable, 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 replaced will be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without substantially simultaneously with the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Sectionissuance thereof.
(b) This Section 2.18 The Borrower shall supersede make any provisions of Section 10.01 request for Refinancing Debt pursuant to a written notice to the contraryAdministrative Agent specifying in reasonable detail the proposed terms thereof. Refinancing Debt may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Refinancing Debt and may elect or decline, in its sole discretion, to provide such Refinancing Debt) or by any Additional Lender (each such existing Lender or Additional Lender providing such Refinancing Debt, a “Refinancing Lender”) provided that the Administrative Agent shall have consented (not to be unreasonably conditioned, withheld or delayed) to such Lender’s or Additional Lender’s providing such Refinancing Debt to the extent such consent, if any, would be required under Section 9,07 for an assignment to such Additional Lender.
Appears in 1 contract
Refinancing Facilities. (ai) At The Borrowers may by written notice to the Administrative Agent elect to request the establishment of (i) one or more additional tranches or Classes of term loans under this Agreement (“Refinancing Term Loans”) or one or more series of debt securities (“Refinancing Notes”), which refinance, renew, replace, defease or refund (collectively, “Refinance”) one or more Classes of Term Loans under this Agreement or (ii) one or more additional revolving facilities under this Agreement providing for revolving commitments (“Refinancing Revolving Credit Commitments” and the revolving loans thereunder, “Refinancing Revolving Loans”) which Refinances one or more Classes of Revolving Credit Commitments (and Revolving Credit Loans thereunder) under this Agreement; provided that:
(1) no Default or Event of Default has occurred and is continuing or would result therefrom;
(2) the principal amount of such Refinancing Debt or Refinancing Revolving Credit Commitments may not exceed the aggregate principal amount of the Term Loans or Revolving Credit Commitments being Refinanced plus accrued and unpaid interest thereon, any time prepayment premiums applicable thereto and reasonable fees and expenses incurred in connection therewith;
(3) the final maturity date of such Refinancing Debt or Refinancing Revolving Credit Commitments shall not be earlier than the maturity date of the Term Loans (or, in the case of any unsecured or junior lien Refinancing Debt, no earlier than the date that is 91 days after the Closing Datelatest final maturity date of the Term Loans existing at the time of such refinancing or replacement) or Revolving Credit Commitments being Refinanced, and the Weighted Average Life to Maturity of such Refinancing Debt shall be no earlier than the then remaining Weighted Average Life to Maturity of each Class of Term Loans being refinanced;
(4) the other terms and conditions of such Refinancing Debt or Refinancing Revolving Credit Commitments (except as otherwise provided in clause (iii) above and with respect to pricing, interest rate margins, premiums, discounts, fees, rate floors and optional prepayment or redemption terms), taken as a whole shall (as reasonably determined by the Borrowers) be substantially similar to, or (taken as a whole) not materially less favorable to the Borrowers and their respective Subsidiaries than, the Borrower may obtainterms, from any Lender taken as a whole, applicable to Term Loans or any Additional Lender (Revolving Credit Commitments being Refinanced, except to the extent agreed such covenants and other terms apply solely to by such Lender any period after the latest final Term Loan Maturity Date or Additional Lender in its sole discretion), Revolving Credit Agreement Refinancing Indebtedness in respect of all or any portion Maturity Date of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement being Refinanced (which will be deemed to include or, in the case of any then outstanding Incremental unsecured or junior lien Refinancing Debt, after the date that is 91 days after such latest final Term Loans under any Incremental Facilities Loan Maturity Date or any Incremental Revolving Credit Maturity Date);
(5) the proceeds of such Refinancing Debt, Refinancing Revolving Credit Commitments then or Refinancing Revolving Loans shall be applied, concurrently or substantially concurrently with the incurrence thereof (in accordance with Section 4.4(b)(i)), solely to the repayment of the outstanding under this Agreement (amount of one or any more Classes of Term Loans or permanently reduce one or more Classes of Revolving Credit Loans outstanding pursuant thereto)Commitments and Revolving Credit Loans, as the case may be, being Refinanced thereby;
(6) or any then outstanding each Class of Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in 165457743_4174358596_2 excess thereof (or such other amount necessary to repay or replace any Class of outstanding Term Loans or Refinancing Revolving Credit Commitments in the form of full);
(7) no Subsidiary that is not also a Subsidiary Guarantor may be a borrower or a guarantor with respect to such Refinancing Debt, Refinancing Revolving Credit Loans or Commitments and/or Refinancing Revolving Loans;
(8) Refinancing Debt, Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Commitments and/or Refinancing Amendment, together with any applicable Customary Intercreditor Agreement Revolving Loans may be unsecured or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to may only be secured by the extent secured, Collateral and may rank pari passu or junior in right of payment and of and/or security with the other remaining Revolving Credit Commitments, Revolving Credit Loans and Commitments hereunder (but for and/or Term Loans, so long as the avoidance holders of doubtany Refinancing Debt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Commitments and/or Refinancing Revolving Loans that are junior in right of payment and/or security are subject to an Acceptable Intercreditor Agreement;
(9) such Refinancing Debt or Refinancing Revolving Credit Commitments shall not be secured by any asset of the Borrowers and their respective Subsidiaries other than the Collateral;
(10) in the case of any Refinancing Revolving Credit Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Credit Commitments then in effect shall be terminated, and all the Revolving Credit Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit may continue to be outstanding hereunder), and the aggregate amount of such Refinancing Revolving Credit Commitments does not exceed the aggregate amount of the Revolving Credit Commitments so terminated; and
(11) any mandatory prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in the payment, borrowing, participation and commitment reduction provisions herein any mandatory prepayment on a pro rata basis with any then outstanding Revolving Credit Class of existing Term Loans, but may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans and Revolving Credit Commitmentsthan to the Lenders holding such Class of Term Loans.
(ii) Each such notice shall specify the date (each, except a “Refinancing Effective Date”) on which the applicable Borrower proposes that the Borrower shall Refinancing Debt 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) will, to made or the extent in the form of Refinancing Revolving Credit Commitments shall become effective, which shall be a date not less than three (3) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent.
(iii) The Borrowers may approach any Lender or any other Person that would be an Eligible Assignee of the applicable Class of Loans or Commitments pursuant to Section 12.9(b) to provide all or a portion of the Refinancing Term Loans or Refinancing Revolving Credit Commitments and unless (a “Refinancing Lender”); provided that any Lender offered or approached to provide all or a portion of the Required Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan or Refinancing Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver AgentCommitment, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Any Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitment made on any Refinancing Effective Date shall be designated a series (a “Refinancing Series”) of Refinancing Term Loans or Refinancing Revolving Credit Commitments for all purposes of this Agreement; provided that (i) any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Refinancing Series of Refinancing Term Loans made to the applicable Borrower and (ii) any Refinancing Revolving Credit Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Refinancing Series of Refinancing Revolving Credit Commitments.
(iv) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 5.18 (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans and Refinancing Revolving Credit Commitments, as applicableand Refinancing Revolving Loans on the terms specified by the Borrowers) and hereby waive the requirements of this Agreement (including, but not limited to, Section 5.6 and Section 12.2) or any Indebtedness being replaced other Loan Document that 165457743_4174358596_2 may otherwise prohibit such Refinance or refinanced with such any other transaction contemplated by this Section 5.18. The Refinancing Term Loans and Refinancing Revolving Credit Agreement Refinancing Indebtedness Commitments shall be deemed permanently reduced established pursuant to an amendment to this Agreement among the applicable Borrower and satisfied the applicable Refinancing Lenders providing such Refinancing Term Loans or Refinancing Revolving Credit Commitments (a “Refinancing Amendment”) which shall be consistent with the provisions set forth in all respectsthis Section 5.18. Any The Refinancing Notes shall be established pursuant to documentation which shall be consistent with the provisions set forth in Section 5.18(a). Each Refinancing Amendment mayshall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lenders, effect such Lender (except with respect to Refinancing Revolving Credit Commitments as provided above) and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents as may be necessary or appropriateappropriate in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this SectionSection 5.18, including in order to establish new tranches or sub-tranches in respect of the Refinancing Term Loans or Refinancing Revolving Credit Commitments and Refinancing Revolving Loans and such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 4.3(a) (insofar as such schedule relates to payments due to Lenders, the Term Loans of which are Refinanced; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not Refinanced). The Administrative Agent shall be permitted, and is hereby authorized, to enter into such Refinancing Amendments with the Borrowers to effect the foregoing. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of conditions as may be required by the Refinancing Lenders providing such Refinancing Amendment.
(bv) This Section 2.18 If any Refinancing Revolving Credit Commitment is designated as an increase in any previously established Refinancing Revolving Credit Commitment, on the Refinancing Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Refinancing Lenders with Refinancing Revolving Credit Commitments of such Refinancing Series shall supersede purchase from each of the other Lenders with Refinancing Revolving Credit Commitments of such Refinancing Series, at the principal amount thereof and in the applicable currencies, such interests in the Revolving Credit Loans under such Refinancing Revolving Credit Commitments outstanding immediately prior to such Refinancing as shall be necessary in order that, after giving effect to all such assignments and purchases, the Refinancing Revolving Loans of such Refinancing Series will be held by Refinancing Lenders thereunder ratably in accordance with the percentage of the total Refinancing Revolving Credit Commitments of all Refinancing Lenders represented by each such Refinancing ▇▇▇▇▇▇’s Refinancing Revolving Credit Commitment. After giving effect to any Refinancing Revolving Credit Commitments, all outstanding Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with a Revolving Credit Commitment in accordance with their revised Revolving Credit Commitment Percentages.
(vi) The Administrative Agent is authorized to enter into any Acceptable Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements) and to take all actions (and execute all documents) required (or otherwise deemed advisable by the Administrative Agent) in connection with the incurrence by any Credit Party of any Refinancing Debt, in order to permit such Refinancing Debt to be secured by a valid, perfected lien and the parties hereto acknowledge that any Acceptable Intercreditor Agreement will be binding upon them. Each Lender (i) hereby agrees that it will be bound by and will take no actions contrary to the provisions of Section 10.01 any Acceptable Intercreditor Agreement and (ii) hereby authorizes and instructs the Administrative Agent to enter into any Acceptable Intercreditor Agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements) in connection with the incurrence by any Credit Party of any Refinancing Debt, in order to permit such Refinancing Debt to be secured by a valid, perfected lien and to subject the Liens on the Collateral securing the Secured Obligations to the contraryprovisions thereof.
(vii) Notwithstanding the terms of Sections 5.13, 5.18 and 5.19, in no event shall there be more than (i) two (2) tranches of revolving facilities in the aggregate in effect at any time (including the Revolving Credit Commitments, any Extended Revolving Credit Commitments and any Refinancing Revolving Credit Commitments) and (ii) four (4) tranches of term loans (including the Initial Term Loan, any Extended Term Loans, any Incremental Term Loans and any Refinancing Term Loans), in each case under this Agreement. 165457743_4174358596_2
Appears in 1 contract
Refinancing Facilities. (a) At The Borrower may, on one or more occasions, by written notice to the Administrative Agent, obtain Refinancing Term Loan Indebtedness in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or in part, any time existing Term Loans as selected by the Borrower. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that such Refinancing Term Loan Indebtedness shall be made, which shall be a date not less than five Business Days after the Closing Datedate on which such notice is delivered to the Administrative Agent; provided that:
(i) no Event of Default shall have occurred and be continuing at the time of incurrence of such Refinancing Term Loan Indebtedness;
(ii) substantially concurrently with the incurrence of such Refinancing Term Loan Indebtedness, the Borrower may obtain, from shall repay or prepay then outstanding Borrowings (together with any Lender or accrued but unpaid interest thereon and any Additional Lender (prepayment premium with respect thereto) in an aggregate principal amount equal to the extent agreed Net Proceeds of such Refinancing Term Loan Indebtedness, and any such prepayment of Borrowings shall be applied to by reduce the subsequent scheduled repayments of Borrowings to be made pursuant to Section 2.09(a) ratably; and
(iii) such Lender or Additional Lender in its sole discretion)notice shall set forth the following terms thereof: (a) the designation of such Refinancing Term Loans as new Term Loans for all purposes hereof, Credit Agreement (b) the stated termination and maturity dates applicable to the Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt(c) amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed d) the interest rate or rates applicable to include the Refinancing Term Loans, (e) the fees applicable to the Refinancing Term Loans, (f) any then outstanding Incremental Term Loans under any Incremental Facilities original issue discount applicable thereto, (g) the initial Interest Period or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Interest Periods applicable to Refinancing Term Loans and (h) any voluntary or any then outstanding mandatory commitment reduction or prepayment requirements applicable to Refinancing Revolving Credit Term Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, (which prepayment requirements may provide that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Term Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein any mandatory prepayment on a pro rata basis with any then outstanding Revolving Credit existing Term Loans, but may not provide for prepayment requirements that are materially more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding such Term Loans) and Revolving Credit Commitments, except that any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Term Loans.
(b) Any Lender or any other Eligible Assignee approached by the Borrower to provide all or a portion of the Refinancing Term Loan Indebtedness may elect or decline, in its sole discretion, to provide any Refinancing Term Loan Indebtedness.
(c) Any Refinancing Term Loans shall be permitted established pursuant to permanently repay a Refinancing Facility Agreement executed and terminate commitments delivered by the Borrower, each Refinancing Term Lender providing such Refinancing Term Loan and the Administrative Agent, which shall be consistent with the provisions set forth in clause (a) above (but which shall not require the consent of any such Class other Lender). Each Refinancing Facility Agreement shall be binding on a better than a pro rata basis as compared to any the Lenders, the Loan Parties and the other Class with a later maturity date than such Class parties hereto and (iv) will, may effect amendments to the extent other Loan Documents as may be necessary or appropriate, in the form reasonable opinion of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in and the case Borrower, to effect provisions of Revolving Credit Commitments and Revolving Credit Loansthis Section 2.23, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, including any amendments necessary to treat such Refinancing Term Loans as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Datenew Term Loans hereunder. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this SectionFacility Agreement.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (ChampionX Corp)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender new lender (provided that if Administrative Agent would have consent rights with respect to such new lender under Section 10.06 herein were such new lender to take an assignment of Loans or Commitments hereunder, then such new lender shall be reasonably acceptable to the extent agreed Administrative Agent (in consultation with the Borrower) (such acceptance not to by be unreasonably withheld or delayed) and provided further that any such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness held or to be held or loaned by the Sponsor or its Affiliates shall be subject to the same restrictions as applicable to Sponsor Permitted Assignees (or Debt Fund Affiliates, as they case may be) pursuant to the terms of Section 10.06) (each such new lender being an “Additional Lender”), Permitted Equal Priority Refinancing Debt in the form of loans (and corresponding commitments) in respect of all or any portion of the Term Loans (“Refinanced Term Loans, Prepetition Subsidiary ”) (such Permitted Equal Priority Refinancing Debt, Revolving Credit Loans and/or Revolving Credit Commitments “Refinancing Term Loans”) then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Term Commitment Increase) or and any then outstanding Refinancing Refinanced Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Refinanced Term Loans or Refinancing Revolving Credit Refinanced Term Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Permitted Equal Priority Refinancing Indebtedness Debt in the form of loans (and corresponding commitments) (i) will, to the extent secured, rank shall be pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), and (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” and “Permitted Equal Priority Refinancing Debt”, have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinancedthereof. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Permitted Equal Priority Refinancing Indebtedness Debt in the form of loans (and corresponding commitments) incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness Refinanced Term Loans being replaced or refinanced with such Credit Agreement Permitted Equal Priority Refinancing Indebtedness Debt in the form of loans (and corresponding commitments) shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this SectionSection 2.18.
(b) This Section 2.18 shall supersede any provisions of in Section 10.01 to the contrary.
Appears in 1 contract
Sources: Senior Secured Second Lien Credit Agreement (Dynatrace Holdings LLC)
Refinancing Facilities. xxix)
(a) At Upon at least ten Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders) and subject to the terms and conditions of this Section 2.23, at any time after the Closing Effective Date, the Borrower may obtainsolicit the existing Lenders or prospective lenders determined by the Borrower to provide one or more new unsecured term facilities (each, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement a “Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Facility”) or any then outstanding Refinancing Term Loans or any then outstanding new unsecured revolving credit facilities (each a “Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing AmendmentFacility” and, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; providedRefinancing Term Facility, that such Credit Agreement collectively, the “Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecuredFacilities”), or with one or more additional series of senior unsecured notes or loans (ii) willand such notes or loans, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisionsNotes”), rate floorsin each case to refinance one or more Classes of Loans and/or Commitments hereunder, discounts, fees, premiums and prepayment or redemption provisions and all on terms as may be agreed by the Borrower and the Lenders lender(s) or Additional Lenders with respect thereto, purchaser(s) providing the applicable Refinancing Facility or Refinancing Notes; provided that:
(i) no Event of Default exists or would exist after giving effect to the incurrence or issuance of such Refinancing Facility or Refinancing Notes;
(ii) [reserved];
(iii) will, any Refinancing Term Facility or Refinancing Notes will not mature prior to the extent in stated maturity date of, or have a shorter weighted average life than, Loans under the form of Refinancing Revolving Credit Loans Classes being refinanced (without giving effect to prepayments) (or Refinancing if later, one year after the final stated expiration date applicable to the then existing Revolving Credit Commitments), participate in the paymentor, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 respect to any Refinancing Notes, have mandatory prepayment provisions (other Class with a later maturity date than related to customary asset sale, similar events and change of control offers) that would result in mandatory prepayment of such Class and Refinancing Notes prior to, the Loans under the Classes being refinanced,
(iv) will, any Refinancing Revolving Facility does not expire prior to the extent in expiration date of the form revolving Commitments being refinanced,
(v) the aggregate principal amount of any Refinancing Revolving Credit Loans Facility or Refinancing Revolving Credit Commitments Notes shall not be greater than the aggregate principal amount of the Classes being refinanced or replaced, plus any fees, premiums, original issue discount and unless the Required Revolving Credit Lenders shall have consented accrued interest associated therewith and costs and expenses related thereto, have terms and conditions such Classes being refinanced or replaced will be permanently reduced concurrently with the issuance thereof,
(vi) any Refinancing Facility or Refinancing Notes shall not be guaranteed by any Person other than interest rate margins the Guarantors under the Classes being refinanced or replaced, and
(vii) the covenants and commitment fees) identical to those applicable to events of default of such Refinancing Facility or Refinancing Notes, if not consistent with the terms of the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment Facility, shall be subject to, reasonably satisfactory to the extent reasonably requested by the Administrative Agent (it being understood that covenants and events of default not materially more restrictive to the Borrower, when taken as a whole, than the terms of the initial Revolving Loans, and any more-restrictive covenants and events of default if (1) Lenders under the Revolving Credit Facility also receive the benefit of such more restrictive terms or (2) any such provisions apply after the expiration date of the Revolving Credit Facility, are in each case reasonably satisfactory to the Administrative Agent);
(b) Existing Lenders may, but shall not be obligated to without their prior written consent, provide a commitment, purchase any notes and/or make any loans pursuant to any Refinancing Facility or Refinancing Notes, and nothing contained herein constitutes, or shall be deemed to constitute, a commitment with respect to any Refinancing Facility or Refinancing Notes. The proceeds of any Refinancing Facility or Refinancing Notes will be applied, substantially concurrently with the incurrence thereof, to the pro rata payment of outstanding Loans of the Classes being so refinanced.
(c) The notice from the Borrower to the Administrative Agent delivered pursuant to Section 2.23(a) shall set forth the requested amount and proposed terms of the Refinancing Facilities or Refinancing Notes, which proposed terms shall not be inconsistent with the requirements of Section 2.23(a). Refinancing Facilities and Refinancing Notes (or any portion thereof) may be provided by any existing Lender specified by the Borrower or by any other bank or financial institution (any such bank or other financial institution, a “Refinancing Lender”), provided that in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by a Refinancing Facility the Administrative Agent shall have consented (which consent shall not be unreasonably withheld or Revolver Agentdelayed) to such Lender’s or Refinancing Lender’s, as applicablethe case may be, providing such Refinancing Facilities if such consent would be required under Section 9.04 for an assignment of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent Loans to such Lender or Revolver AgentRefinancing Lender, as applicablethe case may be.
(d) Refinancing Facilities shall become effective, and commitments thereunder shall promptly notify become Commitments under this Agreement pursuant to an amendment (a “Refinancing Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender as agreeing to the effectiveness of provide such Refinancing Facility, if any, each Refinancing AmendmentLender, if any, and the Administrative Agent. Each of the parties hereto hereby agrees that, upon the effectiveness of any A 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.23.
(be) This If any Refinancing Facilities are added in accordance with this Section 2.18 2.23, the Borrower, in consultation with the Administrative Agent, shall determine the effective date (the “Refinancing Effective Date”) and the final allocation of such Refinancing Facilities. The Administrative Agent shall promptly notify the Lenders of the final allocation of such Refinancing Facilities and the Refinancing Effective Date.
(f) On the Refinancing Effective Date, each Lender or Refinancing Lender which is providing a portion of a Refinancing Facility (i) shall become a Lender for all purposes of this Agreement and the other Loan Documents and (ii) shall have a commitment under such Refinancing Facility which shall become a Commitment hereunder.
(g) Upon each establishment of a Refinancing Revolving Facility with respect to a Class of revolving commitments (which may include the Revolving Credit Facility) pursuant to this Section 2.23, (i) each Lender under such Class being refinanced immediately prior to the effectiveness of such Refinancing Facility (each a “Revolving Refinanced Lender”) will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Refinancing Lender, if any, in each case providing a portion of such Refinancing Facility (each a “Revolving Refinancing Lender”), and each such Revolving Refinancing Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Refinanced Lender’s participation interests hereunder in outstanding Letters of Credit (if any) such that, after giving effect to the effectiveness of such Refinancing Facility and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit held by each Revolving Refinanced Lender and Revolving Refinancing Lender will equal such ▇▇▇▇▇▇’s pro-rata share of the combined Commitments under the Class being so refinanced and such Refinancing Facility and (ii) if, on the date of effectiveness of such Refinancing Facility, there are any Loans outstanding of the Class being so refinanced, the Administrative Agent and the Borrower shall take those steps which they deem, by mutual agreement, necessary and appropriate to result in each Revolving Refinanced Lender and Revolving Refinancing Lender having a pro-rata share of the outstanding Loans based on each such Lender’s pro-rata share of the combined Commitments under the Class being so refinanced and such Refinancing Facility immediately after giving effect to such Refinancing Facility. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.
(h) The provisions of this Section 2.23 shall supersede any provisions provision of Section 10.01 2.19 or 9.02 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Huntington Ingalls Industries, Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtainshall have the right to refinance, from any Lender or any Additional Lender renew and/or replace
(to i) all of the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect Term A Loans then outstanding,
(ii) all of the Term B Loans then outstanding and/or
(iii) all or any portion of the Term Loans, Prepetition Subsidiary Debt, any Revolving Credit Loans and/or Revolving Credit Loan Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities in effect or any Incremental outstanding Revolving Credit Commitments then outstanding under this Agreement Loans (or including any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and Refinancing Revolving Loans) (clauses (i), (ii) and (iii) above, together, “Refinanced Debt”) with (x) (A) in the case of clause (i) or clause (ii) above, one or more new term loan facilities established hereunder by adding one or more new term loan commitments (each such commitment, a “Refinancing Term Loan Commitment”, and the loans made thereunder, “Refinancing Term Loans”) and (B) in the case of clause (iii) above, one or more new revolving credit facilities established hereunder by adding one or more new revolving credit commitments (each such commitment, a “Refinancing Revolving Credit Commitment”, and the loans made thereunder, “Refinancing Revolving Loans”) or (y) other Indebtedness in the form of one or more series of notes or loans (such other notes or loans, “Other Permitted Refinancing Revolving Debt”, and clauses (x) and (y) above, together, “Credit Loans or Agreement Refinancing Revolving Credit Commitments, respectively, in each caseIndebtedness”), pursuant to a Refinancing Amendment, together with provided that:
(iv) any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank that ranks pari passu or junior in right of payment and security will be subject to the Pari Passu Intercreditor Agreement or the Junior Lien Intercreditor Agreement, as applicable;
(v) no Refinancing Term Loans or Other Permitted Refinancing Debt will have a maturity date that is prior to the latest maturity date applicable to the Refinanced Debt being refinanced thereby, nor a shorter Weighted Average Life to Maturity than, the Refinanced Debt being refinanced thereby;
(vi) no Refinancing Revolving Loans will have a maturity date (nor will the revolving credit facility in respect thereof require commitment reductions) prior to the maturity date of security with the other Loans and Commitments hereunder Refinanced Debt being refinanced thereby;
(but for the avoidance of doubt, vii) such Credit Agreement Refinancing Indebtedness may be unsecuredwill have such pricing (including interest, fees and premiums), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums optional prepayment and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, lenders thereof;
(iiiviii) will, to any Credit Agreement Refinancing Indebtedness that is secured shall not be secured by assets other than Collateral;
(ix) any Credit Agreement Refinancing Indebtedness that is guaranteed shall not be guaranteed by any Person other than the extent in the form of Subsidiary Guarantors;
(x) such Credit Agreement Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, Indebtedness will have terms and conditions (other than interest rate margins and commitment feesthose described in clauses (ii) through (vi) of this proviso) that are substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the lenders providing such Credit Agreement Refinancing Indebtedness than, those applicable to the Revolving Refinanced Debt being refinanced thereby (except for covenants or other provisions applicable only to periods after the latest Maturity Date at the time such Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness Agreement Refinancing Indebtedness is incurred);
(xi) the aggregate principal amount of any Credit Agreement Refinancing Amendment Indebtedness shall be subject tonot exceed the aggregate principal amount of the Refinanced Debt being refinanced thereby, plus any interest, premiums, fees and expenses, or to the extent reasonably requested otherwise permitted under this Agreement; and
(xii) no Refinancing Term Loans shall share more favorably than ratably in any mandatory prepayments hereunder.
(b) Any Credit Agreement Refinancing Indebtedness may be provided by the Administrative Agent any Lender or any Augmenting Lender. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.22 shall be in an aggregate principal amount that is (i) not less than $10,000,000 (or in integral multiples of $5,000,000 in excess thereof) in the case of Revolving Credit Refinancing Term Loans and Refinancing Term Loan Commitments and Revolving Credit Loans, the Revolver Agent(ii) not less than $5,000,000 (or in integral multiples of $1,000,000 in excess thereof), receipt by in each case, or such other amount of the Administrative Agent or Revolver Agent, as applicable, total outstanding amount of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. Refinanced Debt.
(c) The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans Loans, Refinancing Term Loan Commitments or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, 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 issued under any Refinanced Debt shall be reallocated to the Lenders under the Credit Agreement Refinancing Indebtedness refinancing such Refinanced Debt accordance with the terms of such Refinancing Amendment.
(bd) This Section 2.18 2.22 shall supersede any provisions of in Section 10.01 2.11, 9.03 or 12.02 to the contrary.
Appears in 1 contract
Refinancing Facilities. (a) At any time after This Agreement may be amended with the Closing Datewritten consent of the Administrative Agent, the L/C Issuer, the Borrower may obtain, from any Lender or any Additional Lender and the Lenders providing the Replacement Revolving Credit Commitments (as defined below) to permit the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect refinancing of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or outstanding Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental the “Refinanced Revolving Credit Commitments”) with replacement revolving commitments (the “Replacement Revolving Credit Commitments”) hereunder; provided that (i) the aggregate amount of such Replacement Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in shall not exceed the form aggregate amount of Refinancing Revolving Credit Loans or Refinancing such Refinanced Revolving Credit Commitments, respectively, in each case, except pursuant to a Refinancing AmendmentRevolving Credit Commitment Increase consummated in accordance with Section 2.16, together (ii) will have a maturity date that is not prior the maturity date of the Refinanced Revolving Credit Commitments, (iii) the Applicable Rate with any respect to such Replacement Revolving Credit Commitments (or similar interest rate spread applicable Customary Intercreditor Agreement to such Replacement Revolving Credit Commitments) shall be as agreed by the Borrower and the Lenders providing such Replacement Revolving Credit Commitments; provided that if less than all of the outstanding Revolving Credit Commitments are being refinanced and the Replacement Revolving Credit Commitments provide for an increase in the Applicable Rate (or other customary subordination agreement; providedsimilar interest rate spread applicable to such Replacement Revolving Credit Commitments) above the Applicable Rate for such Refinanced Revolving Credit Commitments (or similar interest rate spread applicable to such Refinanced Revolving Credit Commitments), that then such Credit Agreement Refinancing Indebtedness (i) will, increase shall also apply to the extent securedRevolving Credit Commitments not refinanced by such Replacement Revolving Credit Commitments, (iv) such Replacement Revolving Credit Commitments shall rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments hereunder, (v) all other terms applicable to such Replacement Revolving Credit Commitments shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Credit Commitments, than those applicable to such Refinanced 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments necessary to provide for covenants and unless the Required Revolving Credit Lenders shall have consented thereto, have other terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to any period after the latest final maturity of the Revolving Credit Commitments in effect immediately prior to such refinancing (other than that applicable to such Refinanced Revolving Credit Commitments) and (vi) the proceeds of such Replacement Revolving Credit Commitments shall be applied, substantially concurrently with the incurrence thereof, to the reduction of Refinanced Revolving Credit Commitments (and repayment of Revolving Credit Loans being refinanced. The effectiveness outstanding thereunder) pursuant to Section 2.05.
(b) This Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all or any Refinancing Amendment portion of the outstanding Term Loans (“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 Rate with respect to such Replacement Term Loans (or similar interest rate spread applicable to such Replacement Term Loans) shall not be higher than the Applicable Rate for such Refinanced Term Loans (or similar interest rate spread applicable to such Refinanced Term Loans) immediately prior to such refinancing, (iii) 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) and will have a maturity date that is not prior to the maturity date of the Refinanced Term Loans, (iv) all other terms applicable to such Replacement Term Loans shall be subject substantially identical to, 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 (other than that applicable to such Refinanced Term Loans) and (v) the proceeds of such Replacement Term Loans shall be applied, substantially concurrently with the incurrence thereof, to the extent reasonably requested by the Administrative Agent reduction of Refinanced Term Loans pursuant to Section 2.04(a).
(or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. c) Each of the parties hereto hereby agrees that, upon the effectiveness of any amendment to this Agreement pursuant to clause (a) or (b) above (a “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 Replacement Revolving Credit Agreement Refinancing Indebtedness Commitments or Replacement Term Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respectsthereto. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, the Intercreditor Agreement (or to effect a replacement of the Intercreditor Agreement, provided such amended or replacement Intercreditor Agreement shall be reasonably satisfactory to the Administrative Agent) and the other Loan Documents solely as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of the L/C Issuer, risk participations in Letters of Credit expiring on or after the Maturity Date with respect to the Revolving Credit Facility shall be reallocated from Revolving Credit Lenders to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment.
(bd) This Section 2.18 2.17 shall supersede any provisions of Section in Sections 2.12 or 10.01 to the contrary.
Appears in 1 contract
Refinancing Facilities. (a) At any The Borrowers may, from time after to time, refinance the Closing DateTerm A-1 Loans, the Borrower may obtainTerm A-2 Loans, from any Lender the Term B Loans or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debtin whole or part, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding with one or more new term loan facilities under this Credit Agreement (which will be deemed each, a “Refinancing Facility”; the term loans made under any Refinancing Facility being referred to include any then outstanding Incremental herein as “Refinancing Term Loans”) with the consent of the Credit Parties, the Administrative Agent, the Collateral Agent and the institutions making Refinancing Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding such Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectivelyFacility, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness provided that:
(i) will, no existing Bank shall be under any obligation to provide a commitment to any Refinancing Facility and any such decision whether to provide a commitment to any Refinancing Facility shall be in such Bank’s sole and absolute discretion;
(ii) each institution providing a commitment to any Refinancing Facility shall be an Eligible Assignee;
(iii) Schedule 2.1 shall be deemed revised to include each Refinancing Facility pursuant to this Section 2.14 and to include thereon any Person that provides a commitment to such Refinancing Facility pursuant to this Section 2.14;
(iv) the extent secured, Refinancing Facility Termination Date for a Refinancing Facility shall be as set forth in the Refinancing Amendment relating to such Refinancing Facility; provided that such date shall not be earlier than the Termination Date of the Loans being refinanced;
(v) the scheduled principal amortization payments for any Refinancing Term Loans made under any Refinancing Facility shall be as set forth in the Refinancing Amendment relating to such Refinancing Facility; provided that the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then-remaining Weighted Average Life to Maturity of the Loans being refinanced;
(vi) the Refinancing Term Loans made under any Refinancing Facility shall rank pari passu or junior in right of payment and of security with as the other Loans hereunder, a U.S. Borrower shall be the borrower of such Refinancing Term Loans, and Commitments hereunder there shall be no guarantors in respect of any Refinancing Facility that are not Guarantors;
(but vii) any Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 3.4, so long as such prepayments were applicable to the Loans being refinanced (or otherwise provide for the avoidance more favorable prepayment treatment for prepayments of doubt, such Credit Agreement any then-outstanding Term Loans and any then-outstanding Refinancing Indebtedness may be unsecuredTerm Loans);
(viii) subject to clauses (iv), (iiv), (vi) willand (vii) above, all other terms and conditions applicable to each Refinancing Facility, taken as a whole, shall not be materially more favorable (as reasonably determined by the Borrower Representative in good faith) to the lender or lenders providing such Refinancing Facility than the applicable terms and conditions, taken as a whole, of the Loans being refinanced; provided that notwithstanding the requirements of this clause (viii), such Refinancing Facility may have (A) covenants (including financial covenants) or other provisions not applicable to the Loans being refinanced, so long as such covenants or other provisions are (1) applicable only to periods after the Latest Termination Date, or (2) added for the benefit of the Agents and the Banks under this Credit Agreement at the time of incurrence of such Refinancing Facility, and (B) to the extent required by the lenders providing such Refinancing Facility, customary “MFN” protection and call protection, in each case, which may be applicable solely with respect to such Refinancing Facility;
(ix) no Default or Event of Default shall have occurred and be continuing at the time any Refinancing Facility is incurred; and
(x) the proceeds of any Refinancing Term Loans made in connection with any Refinancing Facility shall be applied, substantially concurrently with the incurrence thereof, to the extent permitted by pro rata prepayment of the definition of “Credit Agreement outstanding Loans being refinanced, pursuant to Section 3.4; provided that such Refinancing Indebtedness,” Term Loans shall not have such pricinga principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, interest rate margins fees (including “MFN” provisionsoriginal issue discount and upfront fees), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by expenses).
(b) The Borrower Representative shall make any request for a Refinancing Facility pursuant to a written notice from a Responsible Officer of the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, Representative to the extent Administrative Agent specifying in reasonable detail the form proposed terms of such Refinancing Revolving Credit Loans Facility.
(c) Notwithstanding the foregoing, no Refinancing Facility shall become effective under this Section 2.14 unless, on or prior to the date of effectiveness of such Refinancing Revolving Credit CommitmentsFacility (the “Refinancing Borrowing Date”), participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders Representative shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical delivered to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (i) a certificate of the Borrower Representative dated as of the Refinancing Borrowing Date for such Refinancing Facility and signed by a Responsible Officer of the Borrower Representative certifying that, before and after giving effect to such Refinancing Facility, (A) the representations and warranties made by the Credit Parties herein and in the other Credit Documents and which are contained in any certificate furnished at any time under or in connection herewith are true and correct in all material respects on and as of the Refinancing Borrowing Date for such Refinancing Facility as if made on and as of such date (except (x) for those which expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of Revolving Credit Commitments such earlier date, and Revolving Credit Loans(y) to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, the Revolver Agentin which case, such representation and warranty shall be true and correct in all respects), receipt and (B) no Default or Event of Default exists, and (ii) a certificate of each Credit Party dated as of the Refinancing Borrowing Date for such Refinancing Facility and signed by a Responsible Officer of each Credit Party certifying and attaching the Administrative Agent resolutions adopted by such Credit Party approving or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. consenting to such Refinancing Facility.
(d) The Administrative Agent or Revolver Agent, as applicable, shall promptly notify the Collateral Agent, the Term B Facility Agent and each Lender Bank as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon that this Credit Agreement and the effectiveness of any other Credit Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended Amendment to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement any Refinancing Indebtedness incurred Facility established pursuant thereto to such Refinancing Amendment, (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicableii) and any Indebtedness being replaced or refinanced with make such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments changes to this Credit Agreement and the other Loan Credit Documents consistent with the provisions and intent of such Refinancing Facility, and (iii) effect such other amendments to this Credit Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Collateral Agent and the Borrower Representative, to effect the provisions of this Section.
(b) Section 2.14 with respect to such Refinancing Facility, and the Banks hereby expressly authorize the Administrative Agent and the Collateral Agent to enter into any such Refinancing Amendment. This Section 2.18 shall supersede any provisions of in Section 10.01 3.14 or 11.6 to the contrary.
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Refinancing Facilities. (a) At 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 (such loans, “Refinancing Term Loans”), all net cash proceeds of which are used to refinance in whole or in part any time Class of 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 Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (date on which such notice is delivered to the extent Administrative Agent (or such shorter period agreed to by such Lender or Additional Lender the Administrative Agent in its sole discretion), Credit Agreement ; provided that:
(i) before and after giving effect to the borrowing of such Refinancing Indebtedness in respect of all or any portion Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 3.1 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 and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Lead Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially similar to, or no less favorable to the Lead Borrower and its Subsidiaries, when taken as a whole, than (as reasonably determined by the Lead Borrower), 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 the Term Loans being refinanced unless less favorable terms are added for the benefit of the existing Lenders); provided that a certificate of a Responsible Officer of the Lead Borrower delivered to the Administrative Agent for posting to the Lenders at least five (5) Business Days prior to the incurrence of such Refinancing Term Loans, Prepetition Subsidiary Debttogether with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under stating that the Lead Borrower has determined in good faith that such terms and conditions satisfy the requirements in this Agreement clause (v) shall be conclusive evidence that such terms and conditions satisfy the requirements in this clause (v) unless the Required Lenders through the Administrative Agent notify the Lead Borrower within such five (5) Business Day period that they disagree with such determination (including a reasonable description of the basis upon which will be deemed they disagree);
(vi) with respect to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in secured by Liens on the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, Collateral that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with to the other Loans and Commitments hereunder (but for the avoidance of doubtTerm Loans, such Credit Agreement Liens will be subject to a customary intercreditor agreement; there shall be no borrower (other than the Lead Borrower) and no guarantors (other than the Guarantors) in respect of such Refinancing Indebtedness Term Loans; and
(vii) Refinancing Term Loans shall not be secured by any assets of the Borrowers and their Subsidiaries other than the Collateral.
(b) The Lead Borrower may approach any Lender or any other person that would be unsecured)an Eligible Assignee 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, (ii) willin 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 permitted 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 Lead Borrower.
(c) Notwithstanding anything to the contrary in this Agreement, the Lead Borrower may by written notice to the Administrative Agent establish one or more additional Facilities (“Replacement Revolving Facility”) 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 Lead 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 definition Administrative Agent in its reasonable discretion); provided that:
(i) before and after giving effect to the establishment of “such Replacement Revolving Credit Agreement Refinancing Indebtedness,” Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 3.1 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 original issue discount) 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 Credit Termination Date for the Revolving Credit Commitments being replaced;
(iv) all other terms applicable to such pricingReplacement Revolving Facility (other than provisions relating to (x) fees, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums rates and other pricing terms and prepayment or and commitment reduction and optional redemption provisions and terms which shall be as may be agreed by between the Lead Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing providing such Replacement Revolving Credit Loans or Refinancing 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 Credit Commitments, participate in the paymentAdministrative Agent and the replacement issuing bank and replacement swingline lender, borrowingif any, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and under such Replacement Revolving Credit Commitments), except that the Borrower when taken as a whole, 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) willsubstantially similar to, or no less favorable to the extent in Lead Borrower and its Subsidiaries than (as reasonably determined by the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented theretoLead Borrower), have terms and conditions (other than interest rate margins and commitment fees) identical to those 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 Revolving Credit Termination Date in effect at the time of incurrence or added for the benefit of the existing Lenders); provided that a certificate of a Responsible Officer of the Lead Borrower delivered to the Administrative Agent for posting to the Lenders at least five (5) Business Days prior to the incurrence of such Replacement Revolving Credit Commitments, together with a reasonably detailed description of the material terms and conditions of such Replacement Revolving Credit Commitments or drafts of the documentation relating thereto, stating that the Lead Borrower has determined in good faith that such terms and conditions satisfy the requirements in this clause (iv) shall be conclusive evidence that such terms and conditions satisfy the requirements in this clause (iv) unless the Required Lenders through the Administrative Agent notify the Lead Borrower within such five (5) Business Day period that they disagree with such determination (including a reasonable description of the basis upon which they disagree);
(v) there shall be no borrower (other than the Borrowers) and no guarantors (other than the Guarantors) in respect of such Replacement Revolving Facility;
(vi) Replacement Revolving Credit Commitments and extensions of credit thereunder shall not be secured by any asset of the Borrowers and their Subsidiaries other than the Collateral; and
(vii) if such Replacement Revolving Facility is secured by Liens on the Collateral that rank pari passu or junior in right of security to the Revolving Loans, such Liens will be subject to a customary intercreditor agreement.
(d) In addition, the Lead Borrower may establish Replacement Revolving Credit 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 Credit 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 Credit Commitment may be provided by the Lenders holding the Term Loans being refinanced. The effectiveness 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 Credit Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 3.1 shall be satisfied to the extent required by the relevant agreement governing such Replacement Revolving Credit Commitments, (ii) the remaining life to termination of such Replacement Revolving Credit 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 Credit Commitments shall be no earlier than the termination date of the refinanced Term Loans, (iv) with respect to Replacement Revolving Loans secured by Liens on Collateral that rank pari passu or junior in right of security to the Revolving Loans, such Liens will be subject to a customary intercreditor agreement, (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 Lead Borrower and the Lenders providing such Replacement Revolving Credit Commitments and (y) the amount of any Refinancing Amendment letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be subject as agreed between the Lead Borrower, the Lenders providing such Replacement Revolving Credit Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Credit Commitments), when taken as a whole, shall be substantially similar to, or no more restrictive to the Lead Borrower and its Subsidiaries than (as reasonably determined by the Lead Borrower), those 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 the Term Loans being refinanced or are added for the benefit of the Lenders). Solely to the extent that an L/C Issuer is not a replacement issuing bank under a Replacement Revolving Facility, it is understood and agreed that such L/C Issuer shall not be required to issue any letters of credit under such Replacement Revolving Facility and, to the extent it is necessary for such L/C Issuer to withdraw as an L/C Issuer 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 L/C Issuer in its sole discretion. The Lead Borrower agrees to reimburse each L/C Issuer in full upon demand, for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal.
(e) The Lead Borrower may approach any Lender or any other person that would be an Eligible Assignee of a Revolving Credit Commitment to provide all or a portion of the Administrative Agent (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 the case 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 and for all purposes of this Agreement; provided that any Replacement Revolving Credit LoansCommitments may, to the Revolver Agent)extent provided in the applicable Refinancing Amendment, receipt by be designated as an increase in any previously established Class of Revolving Credit Commitments.
(f) The Lead 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 a 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 a Revolving Credit Commitment having the terms of such Replacement Revolving Credit Commitment. Notwithstanding anything to the contrary set forth in this Agreement or Revolver Agentany other Loan Document (including without limitation this Section 2.16), (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 clause (a) or (c) above, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 extentiii) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as all Refinancing Term Loans, Refinancing Replacement Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) Commitments and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness all obligations in respect thereof shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to Obligations under this Agreement and the other Loan Documents as may be necessary or appropriatethat rank equally and ratably in right of security with the Term Loans and other Obligations (other than Incremental Term Loans and Refinancing Term Loans that rank junior in right of security with the Term Loans, and except to effect the extent any such Refinancing Term Loans are secured by the Collateral on a junior lien basis in accordance with the provisions of this Sectionabove).
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
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Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, obtain from any existing Lender or any Additional Lender (other Person reasonably satisfactory to the extent agreed to by Borrower (any such existing Lender or other Person being called an “Additional Lender in its sole discretion), Credit Agreement Refinancing Lender”) Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Incremental Other Term Loans under any Incremental Facilities constituting Term Loans) or (b) for the Borrower, all or any Incremental portion of the Revolving Credit Commitments then outstanding (including the corresponding portion of the Revolving Credit Loans) under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)which for purposes of this clause (b) or will be deemed to include any then outstanding Refinancing Term Loans or any then outstanding Refinancing Other Revolving Credit Loans or Refinancing Commitments (including the corresponding portion of the Other Revolving Credit Commitments Loans)), in the form of Refinancing Revolving Credit Other Term Loans or Refinancing Revolving Credit Commitments, respectivelyOther Term Commitments in the case of clauses (a) and (b), in each case, case pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, such Refinancing Indebtedness shall rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement such Refinancing Indebtedness,” Indebtedness shall have such pricing, interest rate margins (including “MFN” provisions), rate floors, discountsinterest, fees, premiums and optional prepayment or and redemption provisions and terms as may be agreed by the Borrower and the Additional Refinancing Lenders or Additional Lenders with respect theretothereof, (iii) willsuch Refinancing Indebtedness shall only be secured by assets consisting of Collateral, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) willthe affirmative and negative covenants (but not the financial maintenance covenants) and events of default (other than, for the avoidance of doubt, maturity, fees, discounts, interest rate, redemption terms and redemption premiums) of Refinancing Indebtedness, if not consistent with the terms of the Loans, shall not be materially more restrictive to the extent in Loan Parties when taken as a whole (as reasonably determined by the form Borrower) than the terms of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject torefinanced (or, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Refinancing Indebtedness that refinances the Term Loans, or the Revolver AgentLoans under an Incremental Term Facility, in their entirety, shall be consistent with “market” terms at the time of incurrence), receipt by (v) such Refinancing Indebtedness satisfies the requirements set forth in the definition of “Refinancing Indebtedness”, (vi) if such Refinancing Indebtedness is secured on a junior basis to the Term Loans or the debt being refinanced is subject to an intercreditor agreement, the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.99 US-DOCS\136335661.3
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Sources: Credit Agreement (Tutor Perini Corp)
Refinancing Facilities. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans or Other Revolving Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.20 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent, the Swingline Lender and each Issuing Lender, if applicable, shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s providing such Refinancing Term Loans or Other Revolving Commitments to the extent agreed such consent, if any, would be required under Section 9.04 for an assignment of Revolving Commitments or Loans to by such Lender or Additional Lender in its sole discretionRefinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of any Class, as selected by the applicable Borrower in its sole discretion, of Term Loans, Prepetition Subsidiary Debt, Loans or Revolving Credit Loans and/or Revolving Credit (or unused Commitments in respect thereof) then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments Agreement, in the form of Refinancing Revolving Credit Loans or Term Loans, Refinancing Revolving Credit Term Commitments, respectivelyOther Revolving Commitments, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreementOther Revolving Loans; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, notwithstanding anything to the extent securedcontrary in this Section 2.20 or otherwise, rank pari passu or junior in right (1) the borrowing and repayment (except for (A) payments of payment interest and of security with the other Loans fees at different rates on Other Revolving Commitments (and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecuredrelated outstandings), (iiB) will, 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 the extent permitted by the definition clause (3) below)) of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders Loans with respect thereto, (iii) will, to Other Revolving Commitments after the extent in the form date of Refinancing obtaining any Other Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein Commitments shall be made on a pro rata basis with any then outstanding all other Revolving Credit Commitments, (2) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit Commitmentsshall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Commitments in respect of Revolving Loans (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 Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments in respect of Revolving Loans, 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 (iv4) will, to the extent in the form assignments and participations of Refinancing Other Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless Other Revolving Loans shall be governed by the Required Revolving Credit Lenders shall have consented thereto, have terms same assignment and conditions (other than interest rate margins and commitment fees) identical to those participation provisions applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. Loans.
(a) The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on and/or such amendments to the Closing Date. The Collateral Documents as may be reasonably requested by the Administrative Agent or Revolver Agent, as applicable, in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Credit Documents.
(b) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.20(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. $5,000,000 in excess thereof.
(c) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Credit 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto thereto, (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Credit Documents consistent with the provisions and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicableintent of Section 9.02(d) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. 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 and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section.
(b) Section 2.20, and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. This Section 2.18 Section 2.20 shall supersede any provisions of Section 10.01 in Section 2.18 or 9.02 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Deluxe Corp)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Agreement Refinancing Indebtedness in respect of (A) all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which for purposes of this clause (A) will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Term Loan Commitments) or and any then outstanding Refinancing Term Loans or (B) all or any then outstanding portion of the Revolving Loans (or unused Revolving Commitments or any Incremental Loans or unused Incremental Revolving Commitments or any unused Refinancing Revolving Credit Commitment of Refinancing Revolving Loans) under this Agreement, in the form of (x) Refinancing Term Loans or Refinancing Term Commitments or (y) Refinancing Revolving Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectivelyas the case may be, in each case, case pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” will have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums pricing and optional prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect theretothereof, (iii) will(x) with respect to any Refinancing Revolving Loans or Refinancing Revolving Commitments, will have a maturity date that is not prior to the extent maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Refinancing Term Loans or Refinancing 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) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrower and the Lenders thereof, and (v) will have other terms and conditions that are substantially identical to (or in the case of any Credit Agreement Refinancing Indebtedness in the form of notes, are on market terms or are substantially identical to), or (taken as a whole) are no more favorable to the investors providing such Credit Agreement Refinancing Revolving Credit Loans or Refinancing Revolving Credit CommitmentsIndebtedness than the Refinanced Debt; provided, participate in the paymentfurther, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Revolving Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Commitments and Revolving Credit Loans being refinancedAgreement Refinancing Indebtedness is issued, Incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 6.2 and, to the extent reasonably requested by the Facilities Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent)Agents, receipt by the Facilities Administrative Agent or Revolver AgentAgents of legal opinions, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing DateDate (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 Facilities Administrative Agents). Each Tranche of Credit Agreement Refinancing Indebtedness Incurred under this Section 4.19 shall be in an aggregate principal amount that is (x) not less than $100,000,000 in the case of Refinancing Term Loans or $50,000,000 in the case of Refinancing Revolving Loans and (y) an integral multiple of $50,000,000 in excess thereof in the case of Refinancing Term Loans or $25,000,000 in excess thereof in the case of Refinancing Revolving Loans. 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 Refinancing 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 and in each case with the consent of the applicable Issuing Lenders and Swingline Lenders. The Facilities Administrative Agent or Revolver Agent, as applicable, Agents 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 Credit Agreement Refinancing Indebtedness incurred Incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Loans, Refinancing Revolving Credit Loan Commitments and/or Refinancing Term Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Facilities Administrative Agents, to effect the provisions of this Section. 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, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.18 4.19 shall supersede any provisions of in Section 10.01 4.8 or Section 11.1 to the contrary.
Appears in 1 contract
Refinancing Facilities. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.15 (each, an “Additional Refinancing Lender”) (provided that Administrative Agent and each Lender shall have consented (such consent not to be unreasonably withheld or delayed unless a Default or Event of Default has occurred and is continuing) to such Lender’s or Additional Refinancing Lender’s providing such Refinancing Commitments to the extent agreed such consent, if any, would be required under Section 11.06 for an assignment of Loans or Commitments, as applicable, to by such Lender or Additional Lender in its sole discretionRefinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Loans (which, for the Term purposes of this Section, shall include Refinancing Loans) (or unused Commitments (which, Prepetition Subsidiary Debtfor purposes of this Section, Revolving Credit Loans and/or Revolving Credit Commitments shall include Refinancing Commitments)) then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments Agreement, in the form of Refinancing Revolving Credit Loans Commitments or Refinancing Revolving Credit Commitments, respectively, in each case, Loans pursuant to a Refinancing Amendment; provided that notwithstanding anything to the contrary in this Section 2.15 or otherwise, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right borrowing and repayment (except for (A) payments of payment interest and of security with the other Loans fees at different rates on Refinancing Commitments (and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecuredrelated outstandings), (iiB) will, repayments required upon the maturity date of the Refinancing Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, clause (iii) will, below)) of Loans with respect to Refinancing Commitments after the extent in the form date of obtaining any Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein Commitments shall be made on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit all other Commitments, except that (ii) the Borrower permanent repayment of Loans with respect to, and termination of, Refinancing Commitments after the date of obtaining any Refinancing Commitments shall be permitted to permanently repay and terminate commitments of any such Class made on a better than a pro rata basis as compared with all other Commitments, (iii) assignments and participations of Refinancing Commitments and Refinancing Loans shall be governed by the same assignment and participation provisions applicable to any other Class with a later maturity date than such Class Commitments and Loans, (iv) willthe Refinancing Loans may have different amortization payments and maturity dates than the other Loans and the Refinancing Commitments may have longer (but not shorter) availability periods than the Availability Period; provided that the final maturity date and weighted average life to maturity of such Refinancing Loans shall not be prior to or shorter than that applicable to the Loans being refinanced thereby, (v) all other terms applicable to such Refinancing Loans and Refinancing Commitments (other than provisions relating to original issue discount, upfront fees and interest rates, which shall be as agreed between the Borrower and the Refinancing Lenders providing such Refinancing Loans and Refinancing Commitments) shall be identical to the terms applicable to the Loans and Commitments, respectively, being refinanced thereby (except to the extent such covenants and other terms (A) apply solely to any period after the latest stated final maturity of the Loans in effect on the Refinancing Effective Date immediately prior to the borrowing of such Refinancing Loans and the incurrence of such Refinancing Commitments or (B) are otherwise added for the benefit of the other Lenders hereunder), (vi) the proceeds of Refinancing Loans and the Refinancing Commitments shall be applied, substantially concurrently with the incurrence thereof, to the extent in refinancing of the form outstanding Loans and Commitments so refinanced, and (vii) the principal amount of Refinancing Revolving Credit Loans and the Refinancing Commitments does not exceed the principal amount of Loans and Commitments, respectively, being refinanced thereby except by an amount equal to unpaid accrued interest and premium thereon plus other amounts owing or Refinancing Revolving Credit unpaid related to such Loans and Commitments being refinanced and unless the Required Revolving Credit Lenders shall have consented theretofees and expenses incurred in connection with such refinancing (including, have terms underwriting, commitment, syndication and conditions similar fees).
(other than interest rate margins and commitment feesb) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject toto the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agentof (i) customary legal opinions, as applicable, of reaffirmation agreements board resolutions and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The 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 Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as and (ii) reaffirmation agreements and/or such amendments to the effectiveness Collateral Documents as may be reasonably requested by Administrative Agent in order to ensure that such Refinancing Indebtedness is provided with the benefit of each the applicable Loan Documents.
(c) Each issuance of Refinancing Amendment. Indebtedness under Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than U.S.$5,000,000 and (y) an integral multiple of U.S.$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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicableii) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.15, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize Administrative Agent to enter into any such Refinancing Amendment.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Atlantica Sustainable Infrastructure PLC)
Refinancing Facilities. (a) At any The Borrower may from time after to time add one or more tranches of term loans or revolving credit facilities to this Agreement (each a “Refinancing Facility”) pursuant to an agreement in writing entered into by the Closing DateLoan Parties, the Borrower may obtain, from Administrative Agent and each Person (including any Lender or any Additional Lender existing Lender) that agrees to provide a portion of such Refinancing Facility (each a “Refinancing Facility Amendment”) pursuant to procedures specified by the extent agreed Administrative Agent to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of refinance all or any portion of any outstanding Term Facility or any Revolving Facility then in effect; provided that:
(i) such Refinancing Facility shall not have a principal or commitment amount (or accreted value) greater than the Term LoansLoans and, Prepetition Subsidiary Debtif such Refinancing Facility is a revolving credit facility that refinances a Revolving Facility, the undrawn available commitments of the Revolving Credit Loans and/or Revolving Credit Commitments then outstanding Facility being refinanced (excluding accrued interest, fees, discounts, premiums or expenses);
(ii) no Default shall exist on the effective date of such Refinancing Facility or would exist after giving effect to such Refinancing Facility;
(iii) no existing Lender shall be under any obligation to provide a commitment to such Refinancing Facility and any such decision whether to provide a commitment to such Refinancing Facility shall be in such Lender’s sole and absolute discretion;
(iv) each Person providing a commitment to such Refinancing Facility shall qualify as an Eligible Assignee;
(v) the Borrower shall deliver to the Administrative Agent:
(A) a certificate of each Loan Party dated as of the date of such Refinancing Facility signed by a Responsible Officer of such Loan Party (1) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving such Refinancing Facility and (2) in the case of the Borrower, certifying that, before and after giving effect to such Refinancing Facility, (I) the representations and warranties of each Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Refinancing Facility, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (II) no Default exists;
(B) such amendments to the Collateral Documents as the Administrative Agent may reasonably request to cause the Collateral Documents to secure the Obligations after giving effect to such Refinancing Facility; and
(C) opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender (including each Person providing a commitment to such Refinancing Facility), dated as of the effective date of such Refinancing Facility, in form and substance reasonably satisfactory to the Administrative Agent;
(vi) the Administrative Agent shall have received documentation from each Person providing a commitment to such Refinancing Facility evidencing such Person’s commitment and such Person’s obligations under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, and substance reasonably acceptable to the extent secured, Administrative Agent;
(vii) such Refinancing Facility (A) shall rank pari passu or junior in right of payment and of security with as the other Loans and Commitments hereunder Commitments; (but B) shall not be Guaranteed by any Person that is not a Guarantor; and (C) shall be (1) unsecured or (2) secured by the Collateral on an equal and ratable basis with the Obligations or on a junior basis to Obligations (in each case pursuant to intercreditor or subordination agreements reasonably satisfactory to the Administrative Agent);
(viii) such Refinancing Facility shall have such interest rates, interest rate margins, fees, discounts, prepayment premiums, amortization and a final maturity date as agreed by the Loan Parties and the Lenders providing such Refinancing Facility, provided that (A) to the extent refinancing a Revolving Facility and constituting a revolving credit facility, such Refinancing Facility will not have a maturity date (or have scheduled or mandatory commitment reductions or amortization) that is prior to the scheduled Maturity Date of the Revolving Facility being refinanced and (B) to the extent refinancing a Term Facility or constituting a term loan facility, such Refinancing Facility will have a maturity date that is not prior to the date that 91 days after the scheduled Maturity Date of, and will have a weighted average life to maturity that is not shorter than 91 days longer than the weighted average life to maturity of, the Term Facility being refinanced;
(ix) if such Refinancing Facility is a revolving credit facility then (A) such Refinancing Facility shall have ratable voting rights as the other Revolving Facilities (or otherwise provide for more favorable voting rights for the avoidance then outstanding Revolving Facilities) and (B) such Refinancing Facility may provide for the issuance of doubtLetters of Credit for the account of the Borrower and its Subsidiaries on terms substantially equivalent to the terms applicable to Letters of Credit under the existing Revolving Facilities or the making of swing line loans to the Borrower on terms substantially equivalent to the terms applicable to Swing Line Loans under the existing Revolving Facilities;
(x) if such Refinancing Facility is a term loan, then such term loan shall share ratably in any prepayments of the Term Facilities pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding Term Facilities) and shall have ratable voting rights as the other Term Facilities (or otherwise provide for more favorable voting rights for the then outstanding Term Facilities);
(xi) each Borrowing of Revolving Loans (including any deemed Borrowing of Revolving Loans made pursuant to Section 2.03 or 2.04) and participations in Letters of Credit pursuant to Section 2.03 shall be allocated pro rata among the Revolving Facilities;
(xii) subject to clause (viii) above, such Credit Agreement Refinancing Indebtedness may be unsecured)Facility will have terms and conditions that are substantially identical to, (ii) willor less favorable, when taken as a whole, to the extent permitted by Lenders providing such Refinancing Facility than, the definition terms and conditions of “Credit Agreement the Revolving Facility or Term Loan being refinanced; provided, however, that such Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment Facility may provide for any additional or redemption different financial or other covenants or other provisions and terms as may be that are agreed by among the Borrower and the Lenders or Additional Lenders thereof and applicable only during periods after the then latest Maturity Date in effect; and
(xiii) substantially concurrent with respect thereto, the incurrence of such Refinancing Facility (iiiA) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments apply the Net Cash Proceeds 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) will, Refinancing Facility to the extent in the form prepayment of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit outstanding Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject toso refinanced (and, to the extent reasonably requested by the Administrative Agent (or in the case of Refinancing Facility that refinances a Revolving Credit Commitments and Revolving Credit LoansFacility, the Revolver Agent), receipt Borrower shall permanently reduce the amount of the commitments to the Revolving Facility being refinanced by the amount of the Net Cash Proceeds of such Refinancing Facility) and (B) the Borrower shall pay an amount required pursuant to Section 3.05 as a result of any such prepayment of Loans of existing Lenders.
(b) The Lenders hereby authorize the Administrative Agent or Revolver Agentto enter into, as applicableand the Lenders agree that this Agreement and the other Loan Documents shall be amended by, of reaffirmation agreements such Refinancing Facility Amendments to the extent (and board resolutions, officers’ certificates and legal opinions only to the extent) the Administrative Agent deems necessary in order to establish Refinancing Facilities on terms consistent with those delivered on and/or to effect the Closing Dateprovisions of this Section 2.17. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing Facility Amendment. Each of In addition, if so provided in 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Facility Amendment for a Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) Facility and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenderseach L/C Issuer, effect participation in Letters of Credit under the existing Revolving Facilities shall be reallocated from Lenders holding revolving commitments under the existing Revolving Facilities to Lenders holding revolving commitments under such amendments to this Agreement and Refinancing Revolving Facility in accordance with the other Loan Documents as may be necessary or appropriate, to effect the provisions terms of this Sectionsuch Refinancing Facility Amendment.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 1 contract
Refinancing Facilities. (a) At any time after the Closing DateThe Borrower may, the Borrower may obtain, from any Lender or any Additional Lender (by written notice to the extent agreed Administrative Agent from time to by such Lender time, request (x) Replacement Revolving Credit Commitments to replace all or Additional Lender a portion of any existing Class of Revolving Credit Commitments (the “Replaced Revolving Credit Commitments”) in its sole discretionan aggregate amount not to exceed the aggregate amount of the Replaced Revolving Credit Commitments plus any accrued interest, fees, costs and expenses related thereto and (y) Refinancing Term Loans to refinance all or a portion of any existing Class of Term Loans (the “Refinanced Term Loans”; Refinanced Term Loans and Replaced Revolving Credit Commitments referred to collectively herein as “Credit Agreement Refinanced Indebtedness”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees), . Such notice shall set forth (i) the amount of the applicable Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement Facility (which will shall be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form minimum increments of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively$1,000,000 and a minimum amount of $5,000,000 or, in each case, pursuant to a Refinancing Amendmentif less, together with any applicable Customary Intercreditor Agreement the entire outstanding amount of the Class of Loans or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu Commitments being refinanced or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecuredreplaced), (ii) will, to the extent permitted by date on which the definition of “applicable Credit Agreement Refinancing Indebtedness,” have Facility is to become effective (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such pricing, interest rate margins notice (including “MFN” provisionsor such longer or shorter periods as the Administrative Agent shall agree), rate floors, discounts, fees, premiums ) and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with whether such Credit Agreement Refinancing Indebtedness Facilities are Replacement Revolving Credit Commitments or Refinanced Term Loans. The Borrower may seek Credit Agreement Refinancing Facilities from existing Lenders (each of which shall be deemed permanently reduced and satisfied entitled to agree or decline to participate in all respects. Any Refinancing Amendment may, without the consent of its sole discretion) or any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this SectionEligible Assignee.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 1 contract
Refinancing Facilities. (a) At any time after and from time to time, subject to the Closing Dateterms and conditions set forth herein and subject to the satisfaction or waiver of the Refinancing/Extension Condition, the Borrower may obtainmay, from any Lender or any Additional Lender (by notice to the extent agreed Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to by such Lender or Additional Lender in its sole discretioneach of the Lenders), Credit Agreement request to add one or more tranches of Term A Loans (the “Refinancing Indebtedness in respect of all Term Loans”) or any portion of one or more additional revolving credit facility tranches (the “Refinancing Revolving Facilities”; together with the Refinancing Term Loans, Prepetition Subsidiary Debtthe “Refinancing Facilities”); provided that the principal amount of such Refinancing Revolving Facilities or Refinancing Term Loans, as applicable, does not exceed the principal amount of the Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Facility or Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitmentsso refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, respectivelyand fees and expenses reasonably incurred, in each case, pursuant connection with such refinancing. Refinancing Facilities may be secured on a pari passu or junior lien basis to a the remaining Obligations or unsecured.
(b) The Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness Facilities are subject to the following terms and conditions:
(i) willeach Refinancing Facility will not be Guaranteed by any Person other than the Guarantors hereunder and, to the extent secured, rank pari passu or junior in right of payment and of security with will not be secured by any assets other than the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), Collateral;
(ii) will, no existing Lender will be required to the extent permitted by the definition of “Credit Agreement participate in any such Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, Facility without its consent;
(iii) willall representations and warranties set forth in Article V shall be true and correct in all material respects on and as of the date of the incurrence of the Refinancing Facilities except any representations and warranties which expressly relate to a given date or period shall only be required to be true and correct in all material respects as of the respective date or for the respective period, as the case may be; provided that in connection with any Limited Condition Acquisition, (A) the Lenders providing such Refinancing Facilities may elect to waive the requirement to make the representations and warranties set forth in Article V as required by the foregoing and (B) such representations and warranties will be subject to customary “SunGard” and “certain funds” conditionality;
(iv) no Default would exist after giving effect thereto; provided that in the case of a Limited Condition Acquisition, such Default may be tested in accordance with 1.08 of the Nexstar Credit Agreement if an LCA Election has been made by the Nexstar Borrower;
(v) the maturity date of any Refinancing Term Loans shall be no earlier than the Maturity Date of the Closing Date Term Loans and the Weighted Average Life to Maturity of such Refinancing Term Loans shall be not shorter than the Weighted Average Life to Maturity of the Closing Date Term Loans;
(vi) [Reserved];
(vii) in the case of a Refinancing Revolving Facility, (A) the maturity date of such Refinancing Revolving Facility shall be no earlier than the Maturity Date of the Revolving Credit Facility, (B) such Refinancing Revolving Facility shall require no scheduled amortization or mandatory commitment reduction prior to the extent in Maturity Date of the form of Revolving Credit Facility, (C) the Refinancing Revolving Facility shall be on substantially the same terms and pursuant to substantially the same documentation applicable to the Revolving Credit Loans or Facility, and (D) borrowings and repayments under the Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein Facility shall be made on a pro rata basis with any then outstanding the Revolving Credit Loans and Revolving Credit CommitmentsFacility;
(viii) the interest rate margins, except that prepayment premiums, call protection, the Borrower shall be permitted to permanently repay and terminate commitments maturity date of any such Class on a better than a pro rata basis Refinancing Term Loans (subject to clause (v) above) and (subject to clauses (v) and (vii) above, as compared appropriate) amortization schedule applicable to any other Class with a later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Term Loans or Refinancing Revolving Credit Commitments Facilities shall be determined by the Borrower and unless the Required Revolving Credit Lenders lenders thereunder;
(ix) [Reserved];
(x) any Refinancing Term Loans, for purposes of mandatory prepayments, shall have consented thereto, have be treated no more favorably than the Closing Date Term Loans;
(xi) (A) the terms and conditions of such Refinancing Term Loans and Refinancing Revolving Facility (other excluding pricing, call protection and optional prepayment or redemption terms) reflect market terms on the date of incurrence as reasonably determined by the Borrower, (B) such Refinancing Term Loans or Refinancing Revolving Facility shall be subject to an Intercreditor Agreement (if applicable) and (C) such Refinancing Term Loans or Refinancing Revolving Facility shall not contain covenants (including financial maintenance covenants), taken as a whole, that are materially tighter than interest rate margins and commitment fees(or in addition to) identical to those contained in this Agreement (except for covenants applicable only to the Revolving Credit Commitments period after the Maturity Date of the Closing Date Term Loans); and
(xii) each Refinancing Facility shall be in an integral multiple of $1,000,000 and Revolving Credit Loans being refinanced. The effectiveness be in an aggregate principal amount that is not less than (A) $5,000,000 in the case of any Refinancing Amendment Term Loans or (B) $2,000,000 in the case of any Refinancing Revolving Facilities; provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above.
(c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Refinancing Term Loans and/or Refinancing Revolving Facilities. Any additional bank, financial institution, existing Lender or other Person that elects to provide the applicable Refinancing Facility shall be subject to, an Eligible Assignee that is reasonably satisfactory to the extent reasonably requested by Borrower and the Administrative Agent (any such bank, financial institution, existing Lender or in the case of Revolving Credit Commitments and Revolving Credit Loansother Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Refinancing Facility Amendment”) to this Agreement and, as appropriate, the Revolver Agent)other Loan Documents, receipt executed by the Borrower, such Additional Lender and the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, Each Refinancing Facility Amendment shall promptly notify each Lender as include a supplement to the effectiveness Facilities Schedule. No Refinancing Facility Amendment shall require the consent of each any Lenders other than the Additional Lenders with respect to such Refinancing Facility Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness Commitments in respect of any Refinancing Amendment, Facilities shall become Commitments under this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Agreement. A Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section.
(b) This Section 2.18 2.14. The proceeds of any Refinancing Term Loans will be used only for general corporate purposes. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall supersede any provisions of Section 10.01 not apply to the contrarytransactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Refinancing Facilities. (a) At any time The Borrower Representative may, on one or more occasions after the Closing Restatement Effective Date, by written notice to the Administrative Agent, request the establishment hereunder of (i) a new Facility of revolving commitments (the “Refinancing Revolving Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Revolving Lender”) will make revolving loans to the Borrowers (“Refinancing Revolving Loans”) and acquire participations in the Letters of Credit and Swingline Loans and (ii) one or more additional classes of term loan commitments (the “Refinancing Term Loan Commitments”) pursuant to which each Person providing such a commitment (a “Refinancing Term Lender”) will make term loans to the applicable Borrower (the “Refinancing Term Loans”); provided that (A) each Refinancing Revolving Lender and each Refinancing Term Lender shall be an Eligible Assignee and, if not already a Lender, shall otherwise be reasonably acceptable to the Administrative Agent and the Borrower may obtain, from any Representative and (B) each Refinancing Revolving Lender or any Additional shall be approved by each Issuing Lender and the Swingline Lender (such approvals not to be unreasonably withheld or delayed).
(b) The Refinancing Commitments shall be effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the extent agreed to by such Lender or Additional Lender U.S. Borrower, the Canadian Borrower (in its sole discretion), Credit Agreement the case of Refinancing Indebtedness Term Loan Commitments in respect of all or any portion of Canadian Term A Loans), each Refinancing Lender providing such Refinancing Commitments, the Term LoansAdministrative Agent and, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form case of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectivelyeach Issuing Lender and the Swingline Lender; provided that no Refinancing Commitments shall become effective unless (i) no Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or in all respects, if qualified by materiality), in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreementcase on and as of such date; provided, that to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects (or in all respects if qualified by materiality) as of such earlier date, (iii) Holdings, the U.S. Borrower and (in the case of Refinancing Term Loan Commitments in respect of Canadian Term A Loans) the Canadian Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction, (iv) in the case of any Refinancing Revolving Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Commitments then in effect shall be terminated, and all the Revolving Loans and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit may continue to be outstanding hereunder), and the aggregate amount of such Refinancing Revolving Commitments shall not exceed the aggregate amount of the Revolving Commitments so terminated, and (v) in the case of any Refinancing Term Loan Commitments, substantially concurrently with the effectiveness thereof, the applicable Borrower shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Loans of one or more Facilities in an aggregate principal amount equal to the aggregate amount of such Refinancing Term Loan Commitments (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Loans and any reasonable fees, premium and expenses relating to such refinancing). The applicable Borrower shall determine the amount of such prepayments allocated to each Facility of outstanding Term Loans, and any such prepayment of Term Loans of any Facility shall be applied to reduce the subsequent scheduled repayments of Term Loans of such Facility to be made pursuant to Section 2.3 as directed by the U.S. Borrower and, in the case of a prepayment of Eurodollar Loans or CDOR Loans, shall be subject to Section 2.20.
(c) The Refinancing Facility Agreement shall set forth, with respect to the Refinancing Indebtedness (i) willCommitments established thereby and the Refinancing Loans and other extensions of credit to be made thereunder, to the extent securedapplicable, rank pari passu or junior in right the following terms thereof: (i) the designation of payment such Refinancing Commitments and of security Refinancing Loans as a new “Facility” for all purposes hereof (provided that with the other consent of the Administrative Agent, any Refinancing Commitments and Refinancing Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecuredtreated as a single “Facility” with any then-outstanding existing Commitments or Loans), (ii) will, the stated termination and maturity dates applicable to the extent permitted by Refinancing Commitments or Refinancing Loans of such Facility, provided that (A) such stated termination and maturity dates shall not be earlier than the definition Latest Maturity Date applicable to Revolving Commitments (in the case of “Credit Agreement Refinancing Indebtedness,” Revolving Commitments and Refinancing Revolving Loans) or the Maturity Date applicable to the Facility of Term Loans so refinanced (in the case of Refinancing Term Loan Commitments and Refinancing Term Loans) and (B) any Refinancing Term Loans shall not have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by a weighted average life to maturity shorter than the Borrower and remaining weighted average life to maturity of the Lenders or Additional Lenders with respect theretoFacility of Term Loans so refinanced, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of any Refinancing Term Loans, any amortization applicable thereto and the effect thereon of any prepayment of such Refinancing Term Loans, (iv) the interest rate or rates applicable to the Refinancing Loans of such Facility, (v) the fees applicable to the Refinancing Commitments or Refinancing Loans of such Facility, (vi) in the case of any Refinancing Term Loans, any original issue discount applicable thereto and in the case of any Refinancing Revolving Credit Commitments, any upfront fees applicable thereto, (vii) the initial Interest Period or Interest Periods applicable to Refinancing Loans of such Facility, (viii) any voluntary or mandatory commitment reduction or prepayment requirements applicable to Refinancing Commitments or Refinancing Loans of such Facility (which prepayment requirements, in the case of any Refinancing Term Loans, may provide that such Refinancing Term Loans may participate in mandatory prepayments on the same or a lesser basis as the Facility of Term Loans so refinanced, but otherwise may not provide for prepayment requirements that are more favorable to the Lenders holding such Refinancing Term Loans than to the Lenders holding any other Facility of Term Loans unless agreed by the Majority Facility Lenders in respect of such other Facilities of Term Loans) and any restrictions on the voluntary or mandatory reductions or prepayments of Refinancing Commitments or Refinancing Loans of such Facility and (ix) the other terms and conditions of the Refinancing Commitments and Revolving Credit Refinancing Loans, which other terms and conditions shall not be favorable to the Revolver Agentlenders providing such Indebtedness than those set forth in the Loan Documents are with respect to the existing Lenders in respect of the Indebtedness being refinanced (other than covenants or other provisions applicable only to periods after the Latest Maturity Date in effect at the time of incurrence of such Refinancing Commitments and Refinancing Loans), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as to the effectiveness of each Refinancing AmendmentFacility Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Facility Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any Lender other than the applicable Refinancing Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this SectionSection 2.26, including any amendments necessary to treat the applicable Refinancing Commitments and Refinancing Loans as a new “Facility” of loans and/or commitments hereunder.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 1 contract
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any any(a) Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities Term Loan Commitments or any Incremental Revolving Credit Loan Commitments then outstanding under this Agreement (or any Incremental Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans in the form of Refinancing Term Loans or Refinancing Term Commitments or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments Loan Commitments, respectively, in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreementagreement that is reasonably acceptable to the Administrative Agent; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, will rank pari passu or junior in right of payment and of security (to the extent secured) with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, thereto and (iii) will, no Event of Default would exist immediately after giving effect to the extent in the form funding of such Credit Agreement Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinancedIndebtedness. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans Loans, Refinancing Term Loan Commitments or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.117 US-DOCS\121951479.16133960081.2
Appears in 1 contract
Sources: Credit Agreement (Blend Labs, Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion)Lender, Credit Agreement Refinancing Indebtedness described in clause (d) of the definition thereof in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Loans or Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities Term Commitments or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Loan Commitments) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectivelyLoans, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower Borrowers and the Lenders or Additional Lenders with respect thereto, thereof and (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any all then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicableLoans) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section.
(b) This Section 2.18 2.22 shall supersede any provisions of in Section 10.01 10.02 to the contrary.
Appears in 1 contract
Sources: First Lien Credit Agreement (Transfirst Holdings Corp.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the applicable Administrative Agent (or solely in the case of Revolving Credit Commitments and Revolving Credit Loansthe Term Loan Administrative Agent, acting at the Revolver Agent)direction of the Term Representative) or the Term Representative, receipt by the applicable Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The applicable Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
Appears in 1 contract
Refinancing Facilities. (a) At any time after the Closing DateThe Company may, the Borrower may obtain, from any Lender or any Additional Lender (by written notice to the extent agreed Administrative Agent from time to by such Lender time, request (i) Refinancing Debt or Additional Lender in its sole discretion), Credit Agreement (ii) Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include refinance all or a portion of any then outstanding Incremental existing Class of Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding (the “Refinanced Loans and Commitments”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Loans and Commitments plus any accrued interest plus the amount of any reasonable tender or redemption premium paid in connection therewith or any penalty or premium required to be paid under this Agreement the Refinanced Loans and Commitments and any reasonable costs, fees and expenses incurred in connection with the issuance of such new Indebtedness and the refinancing of such Refinanced Loans and Commitments. Such notice shall set forth (i) the amount of the applicable Refinanced Loans and Commitments (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such other amount as is reasonably acceptable to the Administrative Agent) and (ii) the date on which the applicable Refinancing Amendment is to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or any Revolving Credit Loans outstanding pursuant theretosuch longer or shorter periods as the Administrative Agent shall agree)) or any then outstanding ). Refinancing Term Loans or any then outstanding Debt and Refinancing Revolving Credit Loans Commitments may be made by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Refinancing Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Debt or Refinancing Revolving Credit Commitments if such consent would be required under Section 10.06 for an assignment of Loans to such Lender or Additional Refinancing Lender.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof (each, a “Refinancing Facility Closing Date”) of each of the conditions set forth in Section 5.02 (it being understood that all references to “the form date of such extension of credit” or similar language in such Section 5.02 shall be deemed to refer to the effective date of such Refinancing Amendment), of the payment of any fees payable in connection therewith and such other conditions as the parties thereto shall agree. The terms of the Refinancing Debt and Refinancing Revolving Credit Loans Commitments shall comply with Section 2.26(c). Substantially concurrently with the incurrence of any such Refinancing Debt or Refinancing Revolving Credit Commitments, respectively100% of the Net Cash Proceeds thereof shall be applied to repay the Refinanced Loans and Commitments (including accrued interest, fees and premiums (if any) payable in each case, pursuant to a connection therewith).
(c) The Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Debt and Refinancing Revolving Credit Agreement Refinancing Indebtedness Commitments (i) will, to the extent secured, shall rank pari passu or junior in right of payment and of security with the other Term Loans and Commitments hereunder (but for Revolving Credit Loans or be unsecured and none of the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may obligors or guarantors with respect thereto shall be unsecured)a Person that is not a Loan Party, (ii) will, to the extent permitted shall not be secured by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect theretoany assets other than Collateral, (iii) willwith respect to any Refinancing Debt, shall not mature earlier than the Term Loan Maturity Date of the Class of Term Loans so refinanced or have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans so refinanced, (iv) with respect to the extent in the form of Refinancing Revolving Credit Loans Commitments, shall not mature earlier than the Revolving Credit Maturity Date, and (v) shall have terms and conditions, taken as a whole, no more favorable (as reasonably determined by the Borrower) to the lenders or investors providing the Refinancing Debt or Refinancing Revolving Credit Commitments, participate as applicable, to the relevant Refinanced Loans and Commitments (in each case, excluding with respect to the paymentinterest rate margin, borrowingpremiums and other pricing terms and voluntary prepayments) unless the Company enters into an amendment to this Agreement with the Administrative Agent (which amendment shall not require the consent of any other Lender) to add such more favorable terms for the benefit of the Lenders; provided that this clause (v) shall not apply to covenants or other provisions applicable only to periods after the Term Loan Maturity Date, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans Incremental Term Loan Maturity Date and Revolving Credit CommitmentsMaturity Date. The interest rate margin, except that the Borrower shall be permitted to permanently repay rate floors, fees, original issue discount 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) will, premiums applicable to the extent in the form of Refinancing Debt and Refinancing Revolving Credit Loans Commitments shall be determined by the Company and the applicable lenders or investors providing such Refinancing Debt and Refinancing Revolving Credit Commitments. To the extent the terms of the Refinancing Amendment are inconsistent with the terms set forth herein (except as set forth in this paragraph (c)), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Refinancing Debt and Refinancing Revolving Credit Commitments incurred pursuant to this Section 2.26, the Company, the Administrative Agent and each applicable Lender or Additional Refinancing Lender shall execute and deliver to the Administrative Agent a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Debt or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing DateCommitments. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section.
Section 2.26, including any amendments necessary to establish the applicable Refinancing Debt as a new class or tranche of Term Loans, or, if contemplated by such Refinancing Amendment and not inconsistent with the provisions hereof, an increase in any existing class of Term Loans or Revolving Credit Commitments, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Company in connection with the establishment of, or increases in, such classes or tranches (b) This including to preserve the pro rata treatment of the refinanced and non-refinanced tranches), in each case on terms consistent with this Section 2.18 2.26. The Administrative Agent and the Lenders hereby agree that the minimum Borrowing, pro rata Borrowing and pro rata payment requirements contained elsewhere in this Agreement shall supersede any provisions of Section 10.01 not apply to the contrarytransactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Refinancing Facilities. (alix) At any time after the Initial Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender new lender (provided that if Administrative Agent would have consent rights with respect to such new lender under Section 10.06 herein were such new lender to take an assignment of Loans or Commitments hereunder, then such new lender shall be reasonably acceptable to the extent agreed Administrative Agent (in consultation with the Borrowers) (such acceptance not to by be unreasonably withheld or delayed) and provided further that any such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness held or to be held or loaned by the Sponsor or its Affiliates shall be subject to the same restrictions as applicable to Sponsor Permitted Assignees (or Debt Fund Affiliates, as they case may be) pursuant to the terms of Section 10.06) (each such new lender being an “Additional Lender”), Permitted Equal Priority Refinancing Debt in the form of loans (and corresponding commitments) in respect of all or any portion of the Term Loans “Refinanced Term Loans, Prepetition Subsidiary ”) (such Permitted Equal Priority Refinancing Debt, Revolving Credit Loans and/or Revolving Credit Commitments “Refinancing Term Loans”) then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Term Commitment Increase) or and any then outstanding Refinancing Refinanced Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Refinanced Term Loans or Refinancing Revolving Credit Refinanced Term Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Permitted Equal Priority Refinancing Indebtedness Debt in the form of loans (and corresponding commitments) (i) will, to the extent secured, rank shall be pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), and (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” and “Permitted Equal Priority Refinancing Debt”, have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower Borrowers and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinancedthereof. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Initial Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Permitted Equal Priority Refinancing Indebtedness Debt in the form of loans (and corresponding commitments) incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness Refinanced Term Loans being replaced or refinanced with such Credit Agreement Permitted Equal Priority Refinancing Indebtedness Debt in the form of loans (and corresponding commitments) shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this SectionSection 2.18.
(blx) This Section 2.18 shall supersede any provisions of in Section 10.01 to the contrary.
Appears in 1 contract
Sources: Senior Secured Second Lien Credit Agreement (Project Angel Parent, LLC)
Refinancing Facilities. (a) At Notwithstanding anything to the contrary in this Agreement, the Lead Borrower may by written notice to the Administrative Agent establish one or more additional Classes of Revolving Credit Commitments (“Replacement Revolving Facility”) providing for revolving commitments (each, a “Replacement Revolving Credit Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any time 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 Lead 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 Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (date on which such notice is delivered to the extent Administrative Agent (or such shorter period agreed to by such Lender or Additional Lender the Administrative Agent in its sole reasonable discretion), Credit Agreement Refinancing Indebtedness in respect ; provided that: US-LEGAL-14090429/1 181214-0015 69 (i) before and after giving effect to the establishment of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or such Replacement Revolving Credit Commitments then outstanding under this Agreement on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 3.1 shall be satisfied; (which will be deemed ii) after giving effect to include the establishment of any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Replacement Revolving Credit Commitments then outstanding under this Agreement (or and any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments concurrent reduction in the form aggregate amount of Refinancing Revolving Credit Loans or Refinancing any other Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such the aggregate amount of Revolving Credit Agreement Refinancing Indebtedness (i) will, Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding immediately prior to the extent securedapplicable Replacement Revolving Facility Effective Date plus amounts used to pay fees, rank pari passu premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; (iii) no Replacement Revolving Credit Commitments shall have a final maturity date (or junior in right of payment and of security with require commitment reductions or amortizations) prior to the other Loans and Commitments hereunder (but Final Revolving Termination Date for the avoidance of doubt, Revolving Credit Commitments being replaced; (iv) all other terms applicable to such Credit Agreement Refinancing Indebtedness may be unsecured), Replacement Revolving Facility (iiother than provisions relating to (x) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricingfees, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums rates and prepayment or redemption provisions and other pricing terms which shall be as may be agreed by between the Lead Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing providing such Replacement Revolving Credit Loans or Refinancing 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 Credit Commitments, participate in the paymentAdministrative Agent and the replacement issuing bank and replacement swingline lender, borrowingif any, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and under such Replacement Revolving Credit Commitments), except that the Borrower when taken as a whole, 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) willsubstantially similar to, or no less favorable to the extent in Lead Borrower and its Subsidiaries than (as reasonably determined by the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented theretoLead Borrower), have terms and conditions (other than interest rate margins and commitment fees) identical to those 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 Final Revolving Termination Date in effect at the time of incurrence or added for the benefit of the existing Lenders); provided that a certificate of a Responsible Officer of the Lead Borrower delivered to the Administrative Agent for posting to the Lenders at least five (5) Business Days prior to the incurrence of such Replacement Revolving Credit Loans being refinanced. The effectiveness Commitments, together with a reasonably detailed description of any Refinancing Amendment the material terms and conditions of such Replacement Revolving Credit Commitments or drafts of the documentation relating thereto, stating that the Lead Borrower has determined in good faith that such terms and conditions satisfy the requirements in this clause (iv) shall be subject toconclusive evidence that such terms and conditions satisfy the requirements in this clause (iv) unless the Required Lenders through the Administrative Agent notify the Lead Borrower within such five (5) Business Day period that they disagree with such determination (including a reasonable description of the basis upon which they disagree); (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 Credit Commitments and extensions of credit thereunder shall not be secured by any asset of the Borrowers and their Subsidiaries other than the Collateral.
(b) The Lead Borrower may approach any Lender or any other person that would be an Eligible Assignee of a Revolving Credit Commitment 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 reasonably requested by provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Class of Revolving Credit Commitments.
(c) The Lead Borrower and each Lender providing the Replacement Revolving Credit Commitments shall execute and deliver to the Administrative Agent an amendment to this Agreement (or in the case of Revolving Credit Commitments a “Refinancing Amendment”) and Revolving Credit Loans, the Revolver Agent), receipt by such other documentation as the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as reasonably specify 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing evidence such Replacement Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent For purposes of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may if a Lender is providing a Replacement Revolving Credit Commitment, such Lender will be necessary or appropriate, deemed to effect have a Revolving Credit Commitment having the provisions terms of this Section.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 such Replacement Revolving Credit Commitment. Notwithstanding anything to the contrarycontrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.14), (i) no 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 Replacement Revolving Credit Commitment at any time or from time to time other than those set forth in clause (a) above and (iii) all 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 with the other Obligations.
Appears in 1 contract
Refinancing Facilities. (a) At any ▇▇▇▇ ▇▇▇, from time to time after the Closing Date, refinance or replace loans or commitments under the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include Facility, any then outstanding Incremental Term Loans under any Incremental Facilities Facility or any Incremental Revolving Credit Commitments then outstanding under this Agreement Facility with one or more new term loan facilities (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding each, a “Refinancing Term Loans or any then outstanding Facility”) and new revolving credit facilities (each, a “Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing AmendmentFacility”, together with any Refinancing Term Facility, the “Refinancing Facilities”) or with one or more additional series of senior unsecured notes or loans or senior secured notes or loans that will be secured by the Collateral on a pari passu basis with the Revolving Credit Facility, the Term Facility or applicable Customary Intercreditor Agreement Incremental Facility or other customary subordination agreementsecured notes or loans that are junior in right of security in the Collateral (any such notes or loans, “Refinancing Notes” and together with the Refinancing Facilities, “Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to ▇▇▇▇; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, such Refinancing Debt will rank pari passu or junior in right of payment and of security with as the other Loans Advances and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, any Refinancing Term Facility or Refinancing Notes shall not mature prior to the extent permitted by maturity date of, or have a shorter weighted average life than, or have mandatory prepayment provisions (other than related to change of control offers) that could result in prepayments of such Refinancing Debt prior to, the definition loans under such Term Facility or Incremental Term Facility being refinanced; provided, that this clause (a)(ii) shall not apply to any Refinancing Debt, together with any Incremental Facilities and any Incremental Equivalent Debt, in an aggregate principal amount outstanding that is not in excess of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect theretoInside Maturity Basket, (iii) willany Refinancing Revolving Facility shall not mature (or require commitment reductions or amortization) prior to the Maturity Date for the Revolving Credit Facility or the maturity date of the revolving commitments being replaced, (iv) such Refinancing Debt will not be Guaranteed or issued by any Person that is not a Loan Party, (v) the other terms and conditions, taken as a whole, of any such Refinancing Debt (excluding pricing (as to which no “most favored nation” clause shall apply) and optional prepayment or redemption terms) are substantially similar to, or not materially less favorable to ▇▇▇▇ and its Restricted Subsidiaries, than, the terms and conditions, taken as a whole, applicable to the loans or revolving commitments being refinanced or replaced (except for covenants or other provisions applicable only to periods after the latest maturity date of the Revolving Credit Facility, the applicable Term Facility or applicable Incremental Facility), (vi) with respect to (1) Refinancing Notes secured by Collateral or (2) any Refinancing Term Facility secured by Liens on the Collateral that are junior in priority to the Liens on the Collateral securing the Term Facility or Revolving Credit Facility, such agreements or Liens will be subject to an intercreditor agreement reasonably acceptable to the Administrative Agent 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 Revolving Credit Facility, the applicable Term Facility or applicable Incremental Facility being refinanced or replaced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and the Revolving Credit Facility or applicable Incremental Facility being refinanced or replaced will be permanently reduced substantially simultaneously with the issuance thereof.
(b) ▇▇▇▇ shall make any request for Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Refinancing Debt may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Refinancing Debt and may elect or decline, in its sole discretion, to provide such Refinancing Debt) or by any Additional Lender (each such existing Lender or Additional Lender providing such Refinancing Debt, a “Refinancing Lender”) provided that the Administrative Agent shall have consented (not to be unreasonably conditioned, withheld or delayed) to such Lender’s or Additional Lender’s providing such Refinancing Debt to the extent such consent, if any, would be required under Section 9.07 for an assignment to such Additional Lender.
(c) Commitments in the form respect of Refinancing Revolving Credit Loans or Facilities shall become Commitments under this Agreement pursuant to an amendment (a “Refinancing Revolving Credit CommitmentsAmendment”) to this Agreement and, participate in as appropriate, the paymentother Loan Documents, borrowingexecuted by the Borrowers, participation each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinancedAdministrative Agent. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and ▇▇▇▇, to effect the provisions of this SectionSection 2.20. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof (each, a “Refinancing Facility Closing Date”) of each of the conditions set forth in Section 3.02 (it being understood that all references to the date of making of an extension of credit or similar language in such Section 3.02 shall be deemed to refer to the effective date of such Refinancing Amendment) and such other conditions as the parties thereto shall agree.
(bd) Each class of Refinancing Debt incurred under this Section 2.20 shall be in an aggregate principal amount that is (x) not less than $50,000,000. Any Refinancing Amendment relating to a Refinancing Revolving Facility may provide for the issuance of Letters of Credit or the provision to the Revolving Credit Borrowers of Swing Line Advances, pursuant to any revolving credit facility established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Advances under the Revolving Credit Commitments.
(e) This Section 2.18 2.20 shall supersede any provisions of in Section 10.01 9.01 to the contrary. Notwithstanding any other provision of any Loan Document, the Loan Documents may be amended by the Administrative Agent and the Loan Parties, if necessary, to provide for terms applicable to each Refinancing Amendment.
Appears in 1 contract
Refinancing Facilities. (a) At Upon at least ten Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders) and subject to the terms and conditions of this Section 2.23, at any time after the Closing Effective Date, the Borrower may obtainsolicit the existing Lenders or prospective lenders determined by the Borrower to provide one or more new unsecured term facilities (each, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement a “Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Facility”) or any then outstanding Refinancing Term Loans or any then outstanding new unsecured revolving credit facilities (each a “Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing AmendmentFacility” and, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; providedRefinancing Term Facility, that such Credit Agreement collectively, the “Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecuredFacilities”), or with one or more additional series of senior unsecured notes or loans (ii) willand such notes or loans, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisionsNotes”), rate floorsin each case to refinance one or more Classes of Loans and/or Commitments hereunder, discounts, fees, premiums and prepayment or redemption provisions and all on terms as may be agreed by the Borrower and the Lenders lender(s) or Additional Lenders with respect thereto, purchaser(s) providing the applicable Refinancing Facility or Refinancing Notes; provided that:
(i) no Event of Default exists or would exist after giving effect to the incurrence or issuance of such Refinancing Facility or Refinancing Notes;
(ii) [reserved];
(iii) will, any Refinancing Term Facility or Refinancing Notes will not mature prior to the extent in stated maturity date of, or have a shorter weighted average life than, Loans under the form of Refinancing Revolving Credit Loans Classes being refinanced (without giving effect to prepayments) (or Refinancing if later, one year after the final stated expiration date applicable to the then existing Revolving Credit Commitments), participate in the paymentor, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 respect to any Refinancing Notes, have mandatory prepayment provisions (other Class with a later maturity date than related to customary asset sale, similar events and change of control offers) that would result in mandatory prepayment of such Class and Refinancing Notes prior to, the Loans under the Classes being refinanced,
(iv) will, any Refinancing Revolving Facility does not expire prior to the extent in expiration date of the form revolving Commitments being refinanced,
(v) the aggregate principal amount of any Refinancing Revolving Credit Loans Facility or Refinancing Revolving Credit Commitments Notes shall not be greater than the aggregate principal amount of the Classes being refinanced or replaced, plus any fees, premiums, original issue discount and unless the Required Revolving Credit Lenders shall have consented accrued interest associated therewith and costs and expenses related thereto, have terms and conditions such Classes being refinanced or replaced will be permanently reduced concurrently with the issuance thereof,
(vi) any Refinancing Facility or Refinancing Notes shall not be guaranteed by any Person other than interest rate margins the Guarantors under the Classes being refinanced or replaced, and
(vii) the covenants and commitment fees) identical to those applicable to events of default of such Refinancing Facility or Refinancing Notes, if not consistent with the terms of the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment Facility, shall be subject to, reasonably satisfactory to the extent reasonably requested by the Administrative Agent (it being understood that covenants and events of default not materially more restrictive to the Borrower, when taken as a whole, than the terms of the initial Revolving Loans, and any more-restrictive covenants and events of default if (1) Lenders under the Revolving Credit Facility also receive the benefit of such more restrictive terms or (2) any such provisions apply after the expiration date of the Revolving Credit Facility, are in each case reasonably satisfactory to the Administrative Agent);
(b) Existing Lenders may, but shall not be obligated to without their prior written consent, provide a commitment, purchase any notes and/or make any loans pursuant to any Refinancing Facility or Refinancing Notes, and nothing contained herein constitutes, or shall be deemed to constitute, a commitment with respect to any Refinancing Facility or Refinancing Notes. The proceeds of any Refinancing Facility or Refinancing Notes will be applied, substantially concurrently with the incurrence thereof, to the pro rata payment of outstanding Loans of the Classes being so refinanced.
(c) The notice from the Borrower to the Administrative Agent delivered pursuant to Section 2.23(a) shall set forth the requested amount and proposed terms of the Refinancing Facilities or Refinancing Notes, which proposed terms shall not be inconsistent with the requirements of Section 2.23(a). Refinancing Facilities and Refinancing Notes (or any portion thereof) may be provided by any existing Lender specified by the Borrower or by any other bank or financial institution (any such bank or other financial institution, a “Refinancing Lender”), provided that in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by a Refinancing Facility the Administrative Agent shall have consented (which consent shall not be unreasonably withheld or Revolver Agentdelayed) to such Lender’s or Refinancing Lender’s, as applicablethe case may be, providing such Refinancing Facilities if such consent would be required under Section 9.04 for an assignment of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent Loans to such Lender or Revolver AgentRefinancing Lender, as applicablethe case may be.
(d) Refinancing Facilities shall become effective, and commitments thereunder shall promptly notify become Commitments under this Agreement pursuant to an amendment (a “Refinancing Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender as agreeing to the effectiveness of provide such Refinancing Facility, if any, each Refinancing AmendmentLender, if any, and the Administrative Agent. Each of the parties hereto hereby agrees that, upon the effectiveness of any A 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.23.
(be) This If any Refinancing Facilities are added in accordance with this Section 2.18 2.23, the Borrower, in consultation with the Administrative Agent, shall determine the effective date (the “Refinancing Effective Date”) and the final allocation of such Refinancing Facilities. The Administrative Agent shall promptly notify the Lenders of the final allocation of such Refinancing Facilities and the Refinancing Effective Date.
(f) On the Refinancing Effective Date, each Lender or Refinancing Lender which is providing a portion of a Refinancing Facility (i) shall become a Lender for all purposes of this Agreement and the other Loan Documents and (ii) shall have a commitment under such Refinancing Facility which shall become a Commitment hereunder.
(g) Upon each establishment of a Refinancing Revolving Facility with respect to a Class of revolving commitments (which may include the Revolving Credit Facility and/or any Incremental Revolving Facilities) pursuant to this Section 2.23, (i) each Lender under such Class being refinanced immediately prior to the effectiveness of such Refinancing Facility (each a “Revolving Refinanced Lender”) will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Refinancing Lender, if any, in each case providing a portion of such Refinancing Facility (each a “Revolving Refinancing Lender”), and each such Revolving Refinancing Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Refinanced Lender’s participation interests hereunder in outstanding Letters of Credit (if any) such that, after giving effect to the effectiveness of such Refinancing Facility and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding participation interests hereunder in Letters of Credit held by each Revolving Refinanced Lender and Revolving Refinancing Lender will equal such Lender’s pro-rata share of the combined Commitments under the Class being so refinanced and such Refinancing Facility and (ii) if, on the date of effectiveness of such Refinancing Facility, there are any Loans outstanding of the Class being so refinanced, the Administrative Agent and the Borrower shall take those steps which they deem, by mutual agreement, necessary and appropriate to result in each Revolving Refinanced Lender and Revolving Refinancing Lender having a pro-rata share of the outstanding Loans based on each such Lender’s pro-rata share of the combined Commitments under the Class being so refinanced and such Refinancing Facility immediately after giving effect to such Refinancing Facility. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.
(h) The provisions of this Section 2.23 shall supersede any provisions provision of Section 10.01 2.19 or 9.02 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Huntington Ingalls Industries, Inc.)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower may obtain, obtain from any existing Lender or any Additional Lender (other Person reasonably satisfactory to the extent agreed to by Borrower (any such existing Lender or other Person being called an “Additional Lender in its sole discretion), Credit Agreement Refinancing Lender”) Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Incremental Other Term Loans under any Incremental Facilities constituting Term Loans) or (b) for the Borrower, all or any Incremental portion of the Revolving Credit Commitments then outstanding (including the corresponding portion of the Revolving Credit Loans) under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)which for purposes of this clause (b) or will be deemed to include any then outstanding Refinancing Term Loans or any then outstanding Refinancing Other Revolving Credit Loans or Refinancing Commitments (including the corresponding portion of the Other Revolving Credit Commitments Loans)), in the form of Refinancing Revolving Credit Other Term Loans or Refinancing Revolving Credit Commitments, respectivelyOther Term Commitments in the case of clauses (a) and (b), in each case, case pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, such Refinancing Indebtedness shall rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured)hereunder, (ii) will, to the extent permitted by the definition of “Credit Agreement such Refinancing Indebtedness,” Indebtedness shall have such pricing, interest rate margins (including “MFN” provisions), rate floors, discountsinterest, fees, premiums and optional prepayment or and redemption provisions and terms as may be agreed by the Borrower and the Additional Refinancing Lenders or Additional Lenders with respect theretothereof, (iii) willsuch Refinancing Indebtedness shall only be secured by assets consisting of Collateral, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) willthe affirmative and negative covenants (but not the financial maintenance covenants) and events of default (other than, for the avoidance of doubt, maturity, fees, discounts, interest rate, redemption terms and redemption premiums) of Refinancing Indebtedness, if not consistent with the terms of the Loans, shall not be materially more restrictive to the extent in Loan Parties when taken as a whole (as reasonably determined by the form Borrower) than the terms of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject torefinanced (or, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Refinancing Indebtedness that refinances the Term Loans, or the Revolver AgentLoans under an Incremental Term Facility, in their entirety, shall be consistent with “market” terms at the time of incurrence), receipt by (v) such Refinancing Indebtedness satisfies the requirements set forth in the definition of “Refinancing Indebtedness”, (vi) if such Refinancing Indebtedness is secured on a junior basis to the Term Loans or the debt being refinanced is subject to an intercreditor agreement, the Administrative Agent or Revolver Agent, as applicable, acting on behalf of reaffirmation agreements the holders of such Indebtedness shall have become party to an intercreditor agreement reasonably satisfactory to the Borrower and board resolutions, officers’ certificates and legal opinions consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, shall promptly notify each Lender as and (vii) no Restricted Subsidiary is a Guarantor with respect 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 Credit Agreement such Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit unless such Restricted Subsidiary is a Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.Party which 99 US-DOCS\117476656.1136335661.3
Appears in 1 contract
Sources: Credit Agreement (Tutor Perini Corp)
Refinancing Facilities. (a) At any time after the Closing Date, the Borrower or any Guarantor may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)Agreement) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form of Refinancing Revolving Credit Term Loans or Refinancing Revolving Credit Commitments, respectively, Term Commitments in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, provided that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Term Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), ) and (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins (including “MFN” provisions)margins, rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by the Borrower and the Lenders or Additional Lenders with respect theretothereto and either, at the option of the Borrower, (iiiA) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have reflect market terms and conditions (other than interest rate margins and commitment feestaken as a whole) identical to those applicable at the time of incurrence, issuance or effectiveness (as determined by the Borrower in good faith) or are reasonably satisfactory to the Revolving Credit Commitments Administrative Agent (except for covenants or other provisions applicable only to periods after the applicable Latest Maturity Date) or (B) if not substantially consistent with the terms of the corresponding Refinanced Debt, are not materially more restrictive to Holdings and Revolving Credit Loans its Subsidiaries (when taken as a whole) than the terms and conditions of this Agreement (when taken as a whole) (except for covenants or other provisions applicable only to periods after the applicable Latest Maturity Date) (it being refinancedunderstood that (A) to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness, the terms and conditions of such Indebtedness will be deemed not to be more restrictive than the terms and conditions of this Agreement if such financial maintenance covenant is also added for the benefit of this Agreement and (B) no consent shall be required from the Administrative Agent for terms or conditions that are not market terms or are more restrictive than this Agreement if such terms are added to this Agreement). The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Loans, the Revolver Agent), receipt by the Administrative Agent or Revolver Agent, as applicable, of reaffirmation agreements and board resolutions, officers’ certificates and legal opinions and/or reaffirmation agreements consistent with those delivered on the Closing Date. The Administrative Agent or Revolver Agent, as applicable, 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 Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, Term Commitments as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any Lenders other Lendersthan any Lenders providing such Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Section. For the avoidance of doubt, the satisfaction of, or consent by, the Administrative Agent shall not be required to the extent that such Administrative Agent is removed or replaced in connection with such Refinancing Amendment (in accordance with the terms of hereof).
(b) This Section 2.18 2.22 shall supersede any provisions of in Section 10.01 10.02 to the contrary.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Allvue Systems Holdings, Inc.)
Refinancing Facilities. The First-Lien Documentation will permit the Borrower to refinance and/or replace loans under the First-Lien Facility on a dollar-for-dollar basis (including the payment of interest, premiums, fees and expenses in connection therewith) from time to time, in whole or in part, with (a) At one or more new term facilities (each, a “First-Lien Refinancing Facility”) under the First-Lien Documentation with the consent of the Borrower and the institutions providing such First-Lien Refinancing Facility and/or (b) one or more additional series of senior secured or unsecured notes or loans that will be (x) secured by the Collateral on a pari passu basis with the First-Lien Facility, (y) secured on a “silent” subordinated basis to the First-Lien Facility and to the obligations under any time after senior secured notes described in clause (x) above or (z) unsecured, and, in the case of clause (x) and (y), that will be subject to the Intercreditor Agreement (any such notes or loans described in this clause (b), “First-Lien Refinancing Debt”); provided that (i) any First-Lien Refinancing Facility or First-Lien Refinancing Debt shall not mature prior to the maturity date of, or have a shorter weighted average life than, loans under the First-Lien Facility being refinanced and (ii) the other terms and conditions of any such First-Lien Refinancing Facility or First-Lien Refinancing Debt shall be as agreed between the Borrower and the lenders providing any such First-Lien Refinancing Facility or First-Lien Refinancing Debt. The First-Lien Refinancing Facilities and First-Lien Refinancing Debt will not be subject to any “most favored nation” pricing provisions. Purpose: The proceeds of borrowings under the First-Lien Facility will be used, directly or indirectly, on the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (to the extent agreed to by such Lender or Additional Lender in its sole discretion), Credit Agreement Refinancing Indebtedness in respect of all or any portion together with proceeds of the Term Loansborrowings under the ABL Facility, Prepetition Subsidiary Debt, Revolving Credit Loans and/or Revolving Credit Commitments then outstanding under this Agreement (which will be deemed to include any then outstanding Incremental Term Loans under any Incremental Facilities or any Incremental Revolving Credit Commitments then outstanding under this Agreement (or any Revolving Credit Loans outstanding pursuant thereto)) or any then outstanding Refinancing Term Loans or any then outstanding Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments in the form issuance of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, respectively, in each case, pursuant to a Refinancing Amendment, together with any applicable Customary Intercreditor Agreement or other customary subordination agreement; provided, that such Credit Agreement Refinancing Indebtedness (i) will, to the extent secured, rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder (but for the avoidance of doubt, such Credit Agreement Refinancing Indebtedness may be unsecured), (ii) will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness,” have such pricing, interest rate margins Notes (including “MFN” provisions), rate floors, discounts, fees, premiums and prepayment or redemption provisions and terms as may be agreed by any Unsecured Backstop Notes) and/or incurrence of the Borrower and the Lenders or Additional Lenders with respect thereto, (iii) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments, participate in the payment, borrowing, participation and commitment reduction provisions herein on a pro rata basis with any then outstanding Revolving Credit Loans and 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 later maturity date than such Class and (iv) will, to the extent in the form of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments and unless the Required Revolving Credit Lenders shall have consented thereto, have terms and conditions (other than interest rate margins and commitment fees) identical to those applicable to the Revolving Credit Commitments and Revolving Credit Loans being refinanced. The effectiveness of any Refinancing Amendment shall be subject to, to the extent reasonably requested by the Administrative Agent (or in the case of Revolving Credit Commitments and Revolving Credit Bridge Loans, the Revolver Agentissuance of the Secured Backstop Notes and/or incurrence of the Secured Backstop Bridge Loans (if applicable), receipt by the Administrative Agent Equity Issuance and cash on hand, if any, at the Company or Revolver Agentthe Borrower, as to pay the Acquisition Costs, the Refinancing, the refinancing of the Existing Senior Notes (if applicable, of reaffirmation agreements ) and board resolutions, officers’ certificates and legal opinions consistent with those delivered for general corporate purposes. Availability: The First-Lien Facility will be available in a single drawing on the Closing Date. The Administrative Agent Amounts borrowed under the First-Lien Facility that are repaid or Revolver Agent, as applicable, 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 prepaid may not be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Loan Commitments, as applicable) and any Indebtedness being replaced or refinanced with such Credit Agreement Refinancing Indebtedness shall be deemed permanently reduced and satisfied in all respects. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, to effect the provisions of this Sectionreborrowed.
(b) This Section 2.18 shall supersede any provisions of Section 10.01 to the contrary.
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Sources: Securities Purchase Agreement (Builders FirstSource, Inc.)