Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Refinancing Loans (the “Refinancing Loans”) to refinance all or a portion of any existing Loans (the “Refinanced Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced 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 Refinancing Loan (which shall be in a minimum amount of $5,000,000) and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution). (b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith). (c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans (each, a “Refinancing Lender”) and set forth in a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Loans shall be no earlier than the Maturity Date, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of Loans, 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 new class or tranche, in each case on terms consistent with this Section 2.21. (e) To the extent of any inconsistency, the terms of this Section 2.21 shall supersede any provision in Section 2.18 or 9.02.
Appears in 1 contract
Sources: Credit Agreement (Ugi Corp /Pa/)
Refinancing Facilities. (a) The A Borrower may, by written notice by the Parent Borrower to the Administrative Agent from time Agent, elect to time, request Refinancing Loans the establishment of one or more new tranches of (i) term loan commitments (the “Refinancing LoansTerm Commitments”) to refinance all or a portion of any existing Loans (the “Refinanced Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced 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 Refinancing Loan (which shall be in a minimum amount of $5,000,000) and (ii) revolving commitments (the date on which 107 US-DOCS\159452469.6 “Refinancing Revolving Commitments” and, together with the applicable Refinancing Loan is to be made available (which shall Term Commitments, the “Refinancing Commitments”), in each case, in an aggregate amount not be less than ten (10) Business Days nor more than sixty (60) days after the date Dollar Equivalent of such notice $50,000,000 individually (or such longer or shorter periods as lesser amount which shall be reasonably approved by the Administrative Agent shall agreeAgent)). The Borrower may seek Refinancing Loans from existing Lenders (each , and integral multiples of the Dollar Equivalent of $5,000,000 in excess thereof, the proceeds of which shall be entitled used solely in exchange for, or to agree extend, renew, replace or decline to participate refinance, in its sole discretion) whole or from one part Indebtedness that is existing Term Loans, Revolving Loans or more new banksRevolving Commitments (such Indebtedness, financial institutions or other entities (other than any Ineligible Institution).
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of the “Refinancing Loans, (ii) ”). Each such notice shall specify the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans date (each, a “Refinancing LenderAmount Date”) on which the applicable Borrower proposes that the Refinancing Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent. Such Refinancing Commitments shall become effective as of such Refinancing Amount Date; provided that, (A) the Refinancing Commitments shall be provided by one or more Lenders and/or any other Person that is an eligible assignee pursuant to and in accordance with Section 9.04(b); provided, however, that any Lender offered or approached to provide all or a portion of the Refinancing Commitments may elect or decline, in its sole discretion, to provide a Refinancing Commitment; (B) the Refinancing Commitments shall be effected pursuant to one or more Joinder Agreements executed by the applicable Borrower, the Lenders and/or Persons that are eligible assignees pursuant to and in accordance with Section 9.04(b), in each case, providing such Refinancing Commitments and the Administrative Agent, and each of which shall be recorded in the Register; (C) the effectiveness of any Joinder Agreement will be subject only to the satisfaction (or waiver) on the date thereof of such of the conditions set forth in Section 4.01 as may be requested by the providers of Refinancing Loans; (D) the applicable Borrower shall pay all fees and expenses due and payable to the Agents and the Lenders in connection with the Refinancing Commitments, as applicable; and (E) the applicable Borrower shall deliver or cause to be delivered, to the extent reasonably requested by the Administrative Agent, any customary and appropriate legal opinions or other documents in connection with any such transaction. Any Refinancing Term Loans, Refinancing Loans and/or Refinancing Commitments made on a Refinancing Amendment; provided that Amount Date shall be designated as a separate Class of Term Loans, Revolving Loans and/or Refinancing Commitments, respectively, for all purposes under this Agreement and the other Loan Documents.
(ia) To the final maturity date extent applicable as of the Refinancing Amount Date, the terms and provisions of any Refinancing Term Loans shall be no earlier than the Maturity Date(excluding pricing, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate marginfees, rate floors, feesmaturity, original issue discount or amortization terms and premiums except as otherwise set forth herein or in a Joinder Agreement), other than such terms and provisions that (x) are applicable only after the Maturity Date of the applicable Term Loans subject to such refinancing and (y) are conformed (or added) to the Loan Documents for the benefit of the applicable Term Lenders whose Term Loans are subject to such refinancing and the Administrative Agent, as applicable, pursuant to an amendment hereto (with any such amendment being effected in consultation with the Administrative Agent, but only requiring execution by the applicable Borrower) shall (A) reflect then-current market terms and conditions (taken as a whole) at the time of incurrence of such Refinancing Term Loans shall be (as reasonably determined by the Parent Borrower and the applicable Refinancing Lendersin good faith), (viB) the Refinancing Loans may share ratably or less than ratably (but not be materially more than ratably) in any mandatory prepayments hereunder and (vii) favorable to the extent lenders or agent of such Refinancing Term Loans, taken as a whole (as reasonably determined by the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth Parent Borrower in clause (i) through (vi) abovegood faith), such terms shall or (C) be reasonably satisfactory to the Administrative Agent; provided, however, that (i) the rate of interest applicable to the Refinancing Term Loans of each Class shall be determined by the applicable Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement and (ii) any Refinancing Term Loans incurred during a Collateral Release Period shall be unsecured and may be subject to substantially the same provisions with respect to a Collateral Reinstatement Event and subsequent Collateral Release Event as the Revolving Loans.
(b) On any Refinancing Amount Date on which any Refinancing Term Commitments of any Class are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a Refinancing Term Commitment (each, a “Refinancing Term Lender”) of any Refinancing Series shall make a Loan to the applicable Borrower (a “Refinancing Term Loan”) in an amount equal to its Refinancing Term Commitment of such Class and (ii) each Refinancing Term Lender of any Class shall become a Lender hereunder with respect to the Refinancing Term Commitment of such Class and the Refinancing Term Loans of such Class made pursuant thereto.
(c) To the extent applicable as of the Refinancing Amount Date, the terms and provisions of any Refinancing Revolving Loans and Refinancing Revolving Commitments (excluding pricing, fees, 108 US-DOCS\159452469.6 rate floors, maturity, or amortization terms and except as otherwise set forth herein or in a Joinder Agreement), other than such terms and provisions that (x) are applicable only after the Maturity Date of the applicable Revolving Loans and Revolving Commitments subject to such refinancing and (y) are conformed (or added) to the Loan Documents for the benefit of the applicable Revolving Lenders whose Revolving Loans and Revolving Commitments are subject to such refinancing and the Administrative Agent, as applicable, pursuant to an amendment hereto (with any such amendment being effected in consultation with the Administrative Agent, but only requiring execution by the applicable Borrower) shall (A) reflect then-current market terms and conditions (taken as a whole) at the time of incurrence or establishment of such Refinancing Revolving Loans and Refinancing Revolving Commitments (as reasonably determined by the Parent Borrower in good faith), (B) not be materially more favorable to the lenders or agent of such Refinancing Revolving Loans and Refinancing Revolving Commitments, taken as a whole (as reasonably determined by the Parent Borrower in good faith), or (C) be reasonably satisfactory to the Administrative Agent; provided, however, that (i) the rate of interest applicable to such Refinancing Revolving Loans shall be determined by the applicable Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement and (ii) any Refinancing Revolving Loans incurred during a Collateral Release Period shall be unsecured and may be subject to substantially the same provisions with respect to a Collateral Reinstatement Event and subsequent Collateral Release Event as the Revolving Loans.
(d) In connection with On any Refinancing LoansAmount Date on which any Refinancing Revolving Commitments are effective, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver subject to the Administrative Agent an amendment to this Agreement satisfaction of the foregoing terms and conditions, (which may take the form of an amendment and restatement of this Agreementi) each Lender with a Refinancing Revolving Commitment (each, a “Refinancing AmendmentRevolving Lender”) and such other documentation as the Administrative Agent shall reasonably specify commit to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as make Revolving Loans to the effectiveness of applicable Borrower (“Refinancing Revolving Loans”) in an amount equal to its Refinancing Revolving Commitment and (ii) each Refinancing Amendment. Any Revolving Lender shall become a Lender hereunder with respect to the Refinancing Amendment Revolving Commitment.
(e) Each Joinder Agreement may, without the consent of any Person other Lenderthan the Administrative Agent, the applicable Borrower and the Lenders providing such Refinancing Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary necessary, advisable or appropriate (but only to such extent)appropriate, in the reasonable opinion of the Administrative Agent and the applicable Borrower, to effect the provisions of this Section 2.21, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of Loans, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent 2.25 and the Borrower in connection with the establishment of such new class or tranche, in each case on terms consistent with this Section 2.21transactions contemplated thereby.
(ef) To the extent of There is no requirement that any inconsistency, the terms of this Section 2.21 shall supersede Joinder Agreement be subject to any provision in Section 2.18 or 9.02“most favored nation” pricing provisions.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, Inc.)
Refinancing Facilities. (a) The At any time after the Closing Date, the Borrower maymay obtain from any Lender or any Additional Lender, by written notice to the Administrative Agent from time to time, request Refinancing Other Loans (the “Refinancing Loans”) to refinance all or a any portion of any existing the applicable Class or Classes of Loans then outstanding under this Agreement which will be made pursuant to Other Term Commitments. Other Loans may participate on a pro rata basis or on a less than pro rata basis (the “Refinanced Loans”but not on a greater than pro rata basis) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Loans plus any accrued interestvoluntary or mandatory prepayments hereunder, fees, costs and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the Refinancing Loan (which shall be as specified in a minimum amount of $5,000,000) and (ii) the date on which the applicable Refinancing Loan is Amendment. The effectiveness of any Refinancing Amendment shall be subject to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the satisfaction on the date thereof of such notice (or such longer or shorter periods as each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new bankslegal opinions, financial institutions or other entities board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than any Ineligible Institution).
(b) It shall be changes to such legal opinions resulting from a condition precedent change in law, change in fact or change to the incurrence counsel’s form of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans (each, a “Refinancing Lender”) and set forth in a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Loans shall be no earlier than the Maturity Date, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be opinion reasonably satisfactory to the Administrative Agent.
(d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent ). Each Class of Other Term Commitments and each applicable Refinancing Lender Other Loans incurred under this Section 2.13 shall execute and deliver to the Administrative Agent be in an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loansaggregate principal amount that is not less than $50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon 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 Other Term Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Other Loans and/or Other Term Commitments as Initial Term Loans and Initial Term Commitments). Any Refinancing Amendment may, without the consent of any other LenderLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent)appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of Loans, 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 new class or tranche, in each case on terms consistent with this 2.13. This Section 2.21.
(e) To the extent of any inconsistency, the terms of this Section 2.21 2.13 shall supersede any provision provisions in Section 2.18 2.11 or 9.0210.01 to the contrary. No Lender shall be under any obligation to provide any Other Term Commitment unless such Lender executes a Refinancing Amendment.
Appears in 1 contract
Refinancing Facilities. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request Refinancing Loans (x) Replacement Revolving Commitments to replace all or a portion of any existing Class of Revolving Commitments (the “Refinancing LoansReplaced 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 Loan Facility (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and ), (ii) the date on which the applicable Credit Agreement Refinancing Loan Facility is to be made available become effective (which shall not be less than ten (10) 10 Business Days nor more than sixty (60) 60 days after the 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 seek Credit Agreement Refinancing Loans Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution)New Lender.
(b) It shall be a condition precedent to the effectiveness of any Credit Agreement Refinancing 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 the such Refinancing Term Loans, as applicable, (ii) the representations and warranties set forth in 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 Loans Facility shall comply with this Section 2.21 Section 2.29(c) and (iiiiv) (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 an equivalent portion of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, and 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 Agreement Refinancing Loans Facility shall be determined by the Parent Borrower and the Persons providing the applicable Credit Agreement Refinancing Loans (each, a “Refinancing Lender”) Facility Lenders and set forth in a Refinancing an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Refinancing Term Loans or Replacement Revolving Commitments shall not be no earlier than the Maturity Datematurity or termination date of the applicable Refinanced Term Loans or Replaced Revolving Commitments, respectively, (ii) (A) there shall be no scheduled amortization of the Weighted Average Life Replacement Revolving Commitments and (B) the weighted average life to Maturity maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of any then-existing class of the Refinanced Term Loans, (iii) the Credit Agreement Refinancing Loans Facilities will rank pari passu in right of payment and of security with the Loans, Revolving Loans and the Term Loans and (ivA) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the borrower and the obligors or guarantors of the Refinancing Loans with respect thereto shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute CollateralParty, (viv) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Loans Facilities shall be determined by the Parent Borrower and the applicable Credit Agreement Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder Facility Lenders and (viiv) to the extent the terms of the Credit Agreement Refinancing Loans Facilities are inconsistent with the terms set forth herein (except as set forth in clause (i(i) through (vi(iv) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Credit Agreement Refinancing LoansFacility pursuant to this Section 2.29, the BorrowerBorrowers, the Administrative Agent and each applicable Credit Agreement Refinancing Facility Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing LoansFacilities. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Additional Credit Extension Amendment. Any Refinancing Additional Credit Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent)appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.21Section 2.29, including any amendments necessary to establish the applicable Credit Agreement Refinancing Loans Facility as a new class Class or tranche of Loans, Term Loans or Revolving Commitments (as applicable) 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 new class 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 2.21.
(e) To the extent Section 2.29. Upon effectiveness of any inconsistencyReplacement 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 terms 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 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 costs incurred by any Revolving Lender in accordance with Section 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 Section 2.21 Agreement shall supersede any provision in Section 2.18 or 9.02not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Sources: Credit Agreement (Tempur Sealy International, Inc.)
Refinancing Facilities. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request Refinancing Loans (x) Replacement Revolving Commitments to replace all or a portion of any existing Class of Revolving Commitments (the “Refinancing LoansReplaced 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 Loan Facility (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and ), (ii) the date on which the applicable Credit Agreement Refinancing Loan Facility is to be made available become effective (which shall not be less than ten (10) 10 Business Days nor more than sixty (60) 60 days after the 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 seek Credit Agreement Refinancing Loans Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution)Additional Lender.
(b) It shall be a condition precedent to the effectiveness of any Credit Agreement Refinancing 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 the such Refinancing Term Loans, as applicable, (ii) the representations and warranties set forth in 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 Loans Facility shall comply with this Section 2.21 2.29(c) and (iiiiv) (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 an equivalent portion of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, and 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 Agreement Refinancing Loans Facility shall be determined by the Parent Borrower and the Persons providing the applicable Credit Agreement Refinancing Loans (each, a “Refinancing Lender”) Facility Lenders and set forth in a Refinancing an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Refinancing Term Loans or Replacement Revolving Commitments shall not be no earlier than the Maturity Datematurity or termination date of the applicable Refinanced Term Loans or Replaced Revolving Commitments, respectively, (ii) (A) there shall be no scheduled amortization of the Weighted Average Life Replacement Revolving Commitments and (B) the weighted average life to Maturity maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of any then-existing class of the Refinanced Term Loans, (iii) the Credit Agreement Refinancing Loans Facilities will rank pari passu in right of payment and of security with the Loans, Revolving Loans and the Term Loans and (ivA) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the borrower and the obligors or guarantors of the Refinancing Loans with respect thereto shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute CollateralParty, (viv) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Loans Facilities shall be determined by the Parent Borrower and the applicable Credit Agreement Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder Facility Lenders and (viiv) to the extent the terms of the Credit Agreement Refinancing Loans Facilities are inconsistent with the terms set forth herein (except as set forth in clause (i) through (viiv) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Credit Agreement Refinancing LoansFacility pursuant to this Section 2.29, the BorrowerBorrowers, the Administrative Agent and each applicable Credit Agreement Refinancing Facility Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing LoansFacilities. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Additional Credit Extension Amendment. Any Refinancing Additional Credit Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent)appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.212.29, including any amendments necessary to establish the applicable Credit Agreement Refinancing Loans Facility as a new class Class or tranche of Loans, Term Loans or Revolving Commitments (as applicable) 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 new class 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 2.21.
(e) To the extent 2.29. Upon effectiveness of any inconsistencyReplacement 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 terms 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 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 costs incurred by any Revolving Lender in accordance with Section 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 Section 2.21 Agreement shall supersede any provision in Section 2.18 or 9.02not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Sources: Credit Agreement (Tempur Sealy International, Inc.)
Refinancing Facilities. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request Refinancing Loans commitments (the “Refinancing LoansCommitments”) to refinance all or a portion of any existing Loans Commitments (the “Refinanced LoansCommitments”) ), in an aggregate principal amount not to exceed (i) the aggregate principal amount of the Refinanced Loans Commitments, plus (ii) any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront feesfee (clauses (i) and (ii) together, the “Refinancing Amount”). Such notice shall set forth (i) the amount of the Refinancing Loan Commitments (which shall be in a minimum amount of $5,000,000) all existing Commitments), and (ii) the date on which the applicable Refinancing Loan is Commitments are to be made available (which shall not be less than ten one (101) Business Days Day nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Parent Borrower may seek Refinancing Loans Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution)Additional Lender.
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans Commitments that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such the incurrence of the Refinancing LoansCommitments, (ii) the terms of the Refinancing Loans Commitments shall comply with this Section 2.21 2.19 and (iii) substantially concurrently with the incurrence of any Refinancing LoansCommitments, 100% of the proceeds thereof Refinancing Amount shall be applied to repay refinance the Refinanced Loans Commitments (including any Loans in respect of the Refinanced Commitments, accrued interest, fees and premiums (if any) payable in connection therewith).
(c) Any payment made pursuant to Section 2.19(b)(iii) in respect of each Term SOFR Loan and/or BA Loan shall be subject to indemnification by Borrowers pursuant to the provisions of Section 2.14 if the payment occurs other than on the last day of the related Interest Periods.
(d) The terms of any Refinancing Loans Commitments shall be determined by the Parent Borrower and the Persons providing the Refinancing Loans Commitments (each, a “Refinancing Lender”) and set forth in a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Loans shall be no earlier than the Maturity Date, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(de) In connection with any Refinancing LoansCommitments, the BorrowerBorrowers, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing LoansCommitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Notwithstanding anything to the contrary in any Loan Document, any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.212.19, including any amendments necessary to establish the applicable Refinancing Loans Commitments as a new class or tranche of LoansCommitments, 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 new class or tranche, in each case on terms consistent with this Section 2.212.19.
(e) To the extent of any inconsistency, the terms of this Section 2.21 shall supersede any provision in Section 2.18 or 9.02.
Appears in 1 contract
Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Refinancing Loans (x) Replacement Revolving Credit Commitments to replace all or a portion of any existing Class of Revolving Credit Commitments (the “Refinancing LoansReplaced Revolving Credit Commitments”) in an 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 Loan Facility (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and 5,000,000 or, in each case, 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 Loan Facility is to be made available 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 such longer or shorter periods as the Administrative Agent shall agree))) and (iii) whether such Credit Agreement Refinancing Facilities are Replacement Revolving Credit Commitments or Refinanced Term Loans. The Borrower may seek Credit Agreement Refinancing Loans Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution)Eligible Assignee.
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans (each, a “Refinancing Lender”) and set forth in a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Loans shall be no earlier than the Maturity Date, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of Loans, 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 new class or tranche, in each case on terms consistent with this Section 2.21.
(e) To the extent of any inconsistency, the terms of this Section 2.21 shall supersede any provision in Section 2.18 or 9.02.
Appears in 1 contract
Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Refinancing Loans (and subject to the “Refinancing Loans”) consent of the Administrative Agent, add one or more new term loan facilities to refinance all or a portion of any existing Loans (the “Refinanced Loans”) this Agreement, in an aggregate principal amount not to exceed exceeding $125,000,000 minus the aggregate principal amount of Indebtedness incurred under Section 6.01(a)(xiv) (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Refinanced Administrative Agent and reasonably acceptable to the Borrower, to refinance all or any portion of the Term Loans then outstanding under this Agreement pursuant to a Refinancing Amendment; provided that such Specified Refinancing Debt: (i) shall rank pari passu in right of payment with (or shall be contractually subordinated in right of payment to some or all of) the Loan Document Obligations; (ii) shall not be guaranteed by any Person that is not a Subsidiary Loan Party; (iii) shall be unsecured or secured by the Collateral on an equal and ratable basis with the Obligations (or on a second-lien basis pursuant to an intercreditor agreement in form and substance satisfactory to the Required Lenders); (iv) shall have such pricing and prepayment terms as may be agreed by the Borrower and the applicable lenders thereof; (v) shall have a maturity date that is not prior to the scheduled Term Maturity Date, and shall have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of, the Term Loans being refinanced; (vi) subject to clauses (iv) and (v) above, shall have terms and conditions (other than pricing) that are substantially identical to, or less favorable to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Term Loans being refinanced (unless such terms are acceptable to the Required Lenders); and (vii) the Net Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans being so refinanced, in each case pursuant to Section 2.10; provided however, that such Specified Refinancing Debt shall not have a principal amount (or accreted value) greater than the Term Loans being refinanced (plus any accrued interest, fees, costs and discounts, premiums or expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the Refinancing Loan (which shall be in a minimum amount of $5,000,000) and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution).
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(cb) The terms No Lender shall have any obligation hereunder to provide Specified Refinancing Debt. To achieve the full amount of any a requested issuance of Specified Refinancing Loans shall be determined by Debt, and subject to the Borrower and the Persons providing the Refinancing Loans (each, a “Refinancing Lender”) and set forth in a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Loans shall be no earlier than the Maturity Date, (ii) the Weighted Average Life to Maturity approval of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, Administrative Agent (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Party and the Refinancing Loans which approval shall not be secured by assets that do not constitute Collateralunreasonably withheld), (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by the Borrower may invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably substance satisfactory to the Administrative Agent.
(dc) In connection with The effectiveness of any Refinancing Loans, Amendment shall be subject to the Borrower, satisfaction on the date thereof of each of the conditions set forth in Section 4.02. The Lenders hereby authorize the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including any amendments necessary order to establish the applicable new tranches of Specified Refinancing Loans as a new class or tranche of Loans, Debt and to make 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 new class or tranchetranches, in each case on terms consistent with this Section 2.212.20.
(ed) To 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 Specified Refinancing Debt incurred pursuant thereto (including the addition of such Specified Refinancing Debt as separate “Class” of Term Loans hereunder). Any Refinancing Amendment may, without the consent of any inconsistencyPerson other than the Borrower, the terms Administrative Agent and the Lenders providing such Specified Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21 shall supersede any provision in Section 2.18 or 9.022.20.
Appears in 1 contract
Sources: Credit Agreement (Comtech Telecommunications Corp /De/)
Refinancing Facilities. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request Refinancing Loans (x) Replacement Revolving Commitments to replace all or a portion of any existing Class of Revolving Commitments (the “Refinancing LoansReplaced 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 Loan Facility (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and ), (ii) the date on which the applicable Credit Agreement Refinancing Loan Facility is to be made available become effective (which shall not be less than ten (10) 10 Business Days nor more than sixty (60) 60 days after the 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 seek Credit Agreement Refinancing Loans Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution)New Lender.
(b) It shall be a condition precedent to the effectiveness of any Credit Agreement Refinancing 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 the such Refinancing Term Loans, as applicable, (ii) the representations and warranties set forth in 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 Loans Facility shall comply with this Section 2.21 2.29(c) and (iiiiv) (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 an equivalent portion of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, and 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 Agreement Refinancing Loans Facility shall be determined by the Parent Borrower and the Persons providing the applicable Credit Agreement Refinancing Loans (each, a “Refinancing Lender”) Facility Lenders and set forth in a Refinancing an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Refinancing Term Loans or Replacement Revolving Commitments shall not be no earlier than the Maturity Datematurity or termination date of the applicable Refinanced Term Loans or Replaced Revolving Commitments, respectively, (ii) (A) there shall be no scheduled amortization of the Weighted Average Life Replacement Revolving Commitments and (B) the weighted average life to Maturity maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of any then-existing class of the Refinanced Term Loans, (iii) the Credit Agreement Refinancing Loans Facilities will rank pari passu in right of payment and of security with the Loans, Revolving Loans and the Term Loans and (ivA) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the borrower and the obligors or guarantors of the Refinancing Loans with respect thereto shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute CollateralParty, (viv) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Loans Facilities shall be determined by the Parent Borrower and the applicable Credit Agreement Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder Facility Lenders and (viiv) to the extent the terms of the Credit Agreement Refinancing Loans Facilities are inconsistent with the terms set forth herein (except as set forth in clause (i) through (viiv) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of Loans, 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 new class or tranche, in each case on terms consistent with this Section 2.21.
(e) To the extent of any inconsistency, the terms of this Section 2.21 shall supersede any provision in Section 2.18 or 9.02.
Appears in 1 contract
Sources: Credit Agreement (Tempur Sealy International, Inc.)
Refinancing Facilities. (a) The Borrower may, on one or more occasions, by written notice to the Administrative Agent from time to timeAgent, request obtain Refinancing Loans Term Loan Indebtedness or Refinancing Revolving Commitments. Each such notice shall specify the date (the each, a “Refinancing LoansEffective Date”) to refinance all on which the Borrower proposes that such Refinancing Term Loan Indebtedness shall be made or a portion of any existing Loans (the “Refinanced Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Loans plus any accrued intereston which such Refinancing Revolving Commitments shall become effective, fees, costs and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the Refinancing Loan (which shall be in a minimum amount of $5,000,000) and (ii) date not less than five Business Days after the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as is delivered to the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution).Agent; provided that:
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (i) no Default or Event of Default of the type set forth in Article VII (a), (b), (h) (solely with respect to the Borrower) or (i) (solely with respect to the Borrower) shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of the Refinancing Loans, continuing;
(ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing LoansTerm Loan Indebtedness, 100% the Borrower shall repay or prepay then outstanding Term Borrowings of the proceeds thereof applicable Class (together with any accrued but unpaid interest thereon and any prepayment premium with respect thereto) in an aggregate principal amount equal to the Net Proceeds of such Refinancing Term Loan Indebtedness, and any such prepayment of Term Borrowings of such Class shall be applied to repay reduce the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms subsequent scheduled repayments of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans (each, a “Refinancing Lender”) and set forth in a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Loans shall be no earlier than the Maturity Date, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of Loans, 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 Term Borrowings of such new class or tranche, in each case on terms consistent with this Section 2.21.
(e) To the extent of any inconsistency, the terms of this Section 2.21 shall supersede any provision in Section 2.18 or 9.02.Class to be made pursuant to
Appears in 1 contract
Refinancing Facilities. (a) The Facilities Documentation will permit the Borrower may, by written notice to refinance loans under the Administrative Agent Term Facilities and any Incremental Term Facility or commitments under the Revolving Credit Facility from time to time, request Refinancing Loans in whole or in part, with (the “Refinancing Loans”a) to refinance all or a portion of any existing Loans (the “Refinanced Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced 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 Refinancing Loan (which shall be in a minimum amount of $5,000,000) and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution).
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans term facilities (each, a “Refinancing LenderFacility”) under the Facilities Documentation with the consent of the Borrower, the Administrative Agent (not to be unreasonably withheld, delayed or conditioned) and set forth the entities providing Refinancing Facility, (b) other than in the case of the Revolving Credit Facility, one or more series of senior unsecured notes or loans, (c) other than in the case of the Revolving Credit Facility, one or more series of senior secured notes or loans that will be secured by the Collateral on a pari passu basis with the Credit Facilities, or (d) other than in the case of the Revolving Credit Facility, one or more series of junior lien senior secured notes or loans that will be secured on a subordinated basis to the Credit Facilities, which will be subject to customary intercreditor and/or subordination arrangements reasonably satisfactory to the Administrative Agent and the Borrower (any such notes or loans, “Term Refinancing Amendment; provided that Notes”), subject, in each case, solely to the following terms and conditions: (i) any such Refinancing Facility or Term Refinancing Notes shall not mature prior to the final maturity date of any Refinancing Loans shall be no earlier than of, or have a shorter weighted average life to maturity than, the Maturity Date, loans under the applicable Credit Facility or Incremental Facility being refinanced; (ii) the Weighted Average Life to Maturity of the any Refinancing Loans Facility or Term Refinancing Notes shall not be no shorter than the remaining Weighted Average Life to Maturity of guaranteed by any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person person that is not a Loan Party Guarantor (as defined below); and (iii) to the extent secured, any Refinancing Loans Facility or Term Refinancing Notes shall not be secured by any assets that do not constitute Collateral, ; (viv) the interest rate marginother terms and conditions of such Refinancing Facility or Term Refinancing Notes (excluding pricing and optional prepayment or redemption terms) shall be substantially identical to, rate floorsor not materially more favorable (taken as a whole) to the lenders providing such Refinancing Facility or Term Refinancing Notes, feesas applicable, original issue discount and premiums than those applicable to the Refinancing Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably Facility or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) Incremental Facility being refinanced are to the extent Lenders (except for covenants or other provisions applicable only to periods after the terms latest final maturity date of the Refinancing Loans are inconsistent with Term Facilities or Incremental Facility existing at the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of Loans, 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 time of such new class or tranche, in each case on terms consistent with this Section 2.21refinancing).
(e) To the extent of any inconsistency, the terms of this Section 2.21 shall supersede any provision in Section 2.18 or 9.02.
Appears in 1 contract
Sources: Joinder Agreement to Commitment Letter (PMC Sierra Inc)
Refinancing Facilities. At any time after the Closing Date, the Company may obtain Credit Agreement(a) Refinancing Indebtedness in respect of (ai) all or any portion of any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Term Loans established pursuant to an Additional Credit Extension Amendment) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Revolving Credit Loans or Revolving Credit Commitments established pursuant to an Additional Credit Extension Amendment), in the form of (x) other Term Loans (“Refinancing Term Loans”) or (y) other Revolving Credit Loans (“Refinancing Revolving Credit Loans”) or other Revolving Credit Commitments (“Refinancing Revolving Credit Commitments”), as the case may be, in each case pursuant to an Additional Credit Extension Amendment; provided that the Net Cash Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Credit Commitments being so Refinanced, as the case may be. The Borrower mayeffectiveness of any Additional Credit Extension Amendment establishing Credit Agreement Refinancing Indebtedness shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by written notice to the Administrative Agent, receipt by the Administrative Agent from time to timeof legal opinions, request board resolutions, officers’ certificates and/or reaffirmation agreements. Any Credit Agreement Refinancing Loans (the “Refinancing Loans”) to refinance all or a portion of any existing Loans (the “Refinanced Loans”) Indebtedness incurred under this Section 2.18 shall be in an aggregate principal amount that is not to exceed the aggregate principal amount of the Refinanced Loans plus any accrued interest, fees, costs less than $10,000,000 and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the Refinancing Loan (which shall be in a minimum amount an integral multiple of $5,000,000) 1,000,000 in excess thereof (in each case unless the Company and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall otherwise agree)). The Borrower Any Additional Credit Extension Amendment establishing Credit Agreement Refinancing Indebtedness may seek 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 Loans from existing Lenders (Indebtedness established thereby, in each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution).
(b) It shall be a condition precedent case on terms substantially equivalent to the incurrence terms applicable to Letters of any Refinancing Credit and Swing Line Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to under the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans (each, a “Refinancing Lender”) and set forth in a Refinancing AmendmentRevolving Credit Commitments; provided that (i) the final maturity date of any Refinancing Loans no L/C Issuer or Swing Line Lender shall be no earlier than the Maturity Date, (ii) the Weighted Average Life required to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of act as “L/C issuer” or “swing line lender” under any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing LoansAdditional Credit Extension Amendment without its written consent. The Administrative Agent 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 Indebtedness, 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 Term Loans, Revolving Credit Loans, Revolving Credit Commitments and/or Term Commitments). Any Additional Credit Extension Amendment establishing Credit Agreement Refinancing Amendment Indebtedness may, without the consent of any other LenderLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent)appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerCompany, to effect the provisions of this Section 2.21, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of Loans, 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 new class or tranche, in each case on terms consistent with this 2.18. This Section 2.21.
(e) To the extent of any inconsistency, the terms of this Section 2.21 2.18 shall supersede any provision provisions in Section 2.18 2.12 or 9.02.Section 10.01 to the(b) contrary. - 98-
Appears in 1 contract
Sources: Credit Agreement (WEX Inc.)
Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Refinancing Loans (the “Refinancing Loans”) to refinance all or a portion of any existing Loans (the “Refinanced Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced 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 Refinancing Loan (which shall be in a minimum amount of $5,000,000) and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution).
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans (each, a “Refinancing Lender”) and set forth in a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Loans shall be no earlier than the Maturity Date, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of Loans, 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 new class or tranche, in each case on terms consistent with this Section 2.21.
(e) To the extent of any inconsistency, the terms of this Section 2.21 shall supersede any provision in Section 2.18 or 9.029.
Appears in 1 contract
Sources: Credit Agreement (Ugi Corp /Pa/)
Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Refinancing Loans (the “Refinancing Loans”) to refinance all or a portion of any existing Loans (the “Refinanced Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced 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 Refinancing Loan (which shall be in a minimum amount of $5,000,000) ), and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution).
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans (each, a “Refinancing Lender”) and set forth in a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Loans shall be no earlier than the Maturity Date, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of Loans, 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 new class or tranche, in each case on terms consistent with this Section 2.21.
(e) To the extent of any inconsistency, the terms of this Section 2.21 shall supersede any provision in Section 2.18 or 9.02.
Appears in 1 contract
Refinancing Facilities. (a) The Borrower may, by written notice This Amendment is a Refinancing Facility Agreement referred to in the Administrative Agent from time Credit Agreement in connection with the establishment of Refinancing Revolving Commitments and Refinancing Term Loan Commitments pursuant to time, request Refinancing Loans (the “Refinancing Loans”) to refinance all or a portion of any existing Loans (the “Refinanced Loans”) in an aggregate principal amount not to exceed the aggregate principal amount Section 2.13 of the Refinanced 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 Refinancing Loan (which shall be in a minimum amount of $5,000,000) and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution)Credit Agreement.
(b) It The aggregate amount of the Refinancing Revolving Commitments effected by this Amendment is $1,750,000,000 and the aggregate amount of the Refinancing Term Loan Commitments effected by this Amendment (the “Refinancing Term Loan A Commitments”) is $250,000,000. The amount of each Refinancing Lender’s Refinancing Commitments is set forth in Schedule I to this Amendment. The Refinancing Term Loans under the Refinancing Term Loan A Commitments (the “Refinancing Term Loan A Loans”) shall be a condition precedent to separate Class of Term Loans from the incurrence Initial Term Loans and the Incremental Term B Loans. Notice of any borrowing of Refinancing Revolving Loans that (i) no Default or Event under Refinancing Revolving Commitments effected by this Amendment and of Default Refinancing Term Loan A Loans effected by this Amendment shall have occurred be made in accordance with Sections 3.01 and be continuing immediately prior to or immediately after giving effect to the incurrence 5.05 of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith)Credit Agreement.
(c) The terms Company hereby promises to pay to the Administrative Agent for the account of each Refinancing Term Loan Lender the unpaid principal amount of the Refinancing Term Loan A Loans outstanding on the maturity date in respect of such Refinancing Term Loan A Loans specified in Section 3(d)(v) of this Amendment. Prior thereto, the Refinancing Term Loan A Loans shall mature and be payable on each Quarterly Date, each such payment to be in an amount equal to 1.25% of the original principal amount of all Refinancing Term Loan A Loans.
(d) For all purposes under this Amendment and the Credit Agreement and notwithstanding anything to the contrary in the Credit Agreement, solely to the extent applicable or used in reference to any Refinancing Revolving Commitments and Refinancing Revolving Loans shall be determined by effected pursuant to this Amendment and to the Borrower Refinancing Term Loan A Commitments and the Persons providing Refinancing Term Loan A Loans:
(i) Each of the Refinancing Loans (eachlenders that is listed under the caption “US$ LENDERS” on the signature pages to this Amendment and each lender or financial institution that becomes a “US$ Lender” after the Amendment Effective Date pursuant to Section 12.06 of the Credit Agreement shall be, individually, together with its successors, a “US$ Lender” and, collectively, together with their respective successors, the “US$ Lenders”.
(ii) Each of the lenders that is listed under the caption “US$-CANADIAN LENDERS” on the signature pages to this Amendment and each lender or financial institution that becomes a “US$-Canadian Lender” after the Amendment Effective Date pursuant to Section 12.06 of the Credit Agreement shall be, individually, together with its successors, a “US$-Canadian Lender” and, collectively, together with their respective successors, the “US$-Canadian Lenders”.
(iii) Each of the lenders that is listed under the caption “MULTI-CURRENCY LENDERS” on the signature pages to this Amendment and each lender or financial institution that becomes a “Multi-Currency Lender” after the Amendment Effective Date pursuant to Section 12.06 of the Credit Agreement shall be individually, together with its successors, a “Multi-Currency Lender” and, collectively, together with their respective successors, the “Multi-Currency Lenders”.
(iv) Each of the lenders that is listed under the caption “CANADIAN LENDERS” on the signature pages to this Amendment and each lender or financial institution that becomes a “Canadian Lender” after the date hereof pursuant to Section 12.06 of the Credit Agreement shall be individually, together with its successors, a “Canadian Lender” and, collectively, together with their respective successors, the “Canadian Lenders”.
(v) The Commitment Termination Date with respect to the Refinancing Lender”Revolving Commitments effected by this Amendment and the maturity date with respect to the Refinancing Term Loan A Loans effected by this Amendment, in each case is June 4, 2023.
(vi) and All references to Schedule I to the Credit Agreement shall be deemed references to Schedule I to this Amendment.
(vii) All references to “Level 4” in the definition of “Applicable Leverage Ratio” shall be deemed to be references to “Level 3” as set forth in a Sections 3(d)(viii) and 3(d)(ix), as applicable, of this Amendment.
(viii) The Applicable Commitment Fee Rate in respect of the Refinancing AmendmentRevolving Commitments shall be, at any time, the percentage per annum set forth in the schedule below opposite the Pricing Level in effect at such time: Greater than or equal to 4.50 to 1.00 Less than 4.50 to 1.00 and greater than or equal to 3.50 to 1.00 Less than 3.50 to 1.00 For purposes of the foregoing, the “Pricing Level” in effect at any time shall be the level (any of ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇ or Level 3) indicated in the schedule set forth in Section 3(d)(ix) of this Amendment corresponding to the Applicable Leverage Ratio in effect at such time.
(ix) The Applicable Margin in respect of Refinancing Loans effected by this Amendment shall be the rate for the respective Type of Loan set forth opposite the level (any of ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇ or Level 3) indicated in the schedule set forth below corresponding to the Applicable Leverage Ratio in effect at such time: Greater than or equal to 4.50 to 1.00 0.75% 1.75% 1.75% 1.75% Less than 4.50 to 1.00 and greater than or equal to 3.50 to 1.00 0.50% 1.50% 1.50% 1.50% Less than 3.50 to 1.00 0.25% 1.25% 1.25% 1.25% ; provided that (i) during an Adjusted Financial Covenant Period, each Applicable Margin in the final maturity date of any Refinancing Loans schedule above shall be no earlier than the Maturity Date, increased by 0.50% and (ii) for Incremental Term Loans, such per annum rates as shall be agreed to by the Weighted Average Life to Maturity Company and the applicable Incremental Term Lenders as shown in the applicable Incremental Term Loan Activation Notice. As of the Amendment Effective Date, the Applicable Margin in respect of Refinancing Loans is determined based on the level corresponding to the Applicable Leverage Ratio in effect as at the end of the most recent fiscal quarter of the Parent in respect of which financial statements have been delivered by the Parent pursuant to either Section 9.01(1) or 9.01(2) of the Credit Agreement.
(x) The definitions of “Commitments”, “Facility” and “Term Loans” in the Credit Agreement each shall be no shorter than deemed to include a reference to Refinancing Term Loans; the definition of “Term Lenders” shall be deemed to include a reference to Refinancing Term Lenders; the reference to “the then Initial Term Loan Maturity Date” in clause (ii) of Section 2.01(c)(ii) of the Credit Agreement shall be deemed to be a reference to “the latest of the then Initial Term Loan Maturity Date and the maturity date then applicable to any Class of Refinancing Term Loans”; the reference to “the remaining Weighted Average Life to Maturity of any then-existing class of the Initial Term Loans, ” in clause (iii) of Section 2.01(c)(ii) of the Credit Agreement shall be deemed to be a reference to “the remaining Weighted Average Life to Maturity of the Initial Term Loans or any Refinancing Loans will rank pari passu in right of payment and of security with the Term Loans, (iv) none as applicable”; Section 2.06 of the borrower Credit Agreement shall be deemed also to apply to Refinancing Term Loans and the guarantors each reference therein to “Incremental Term Loans” shall be deemed to be a reference to “Incremental Term Loans or Refinancing Term Loans”; and Section 5.02 of the Refinancing Loans Credit Agreement shall be a Person that is not a Loan Party deemed also to apply to Refinancing Term Lenders and the Refinancing Term Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable each reference therein to the Refinancing Loans “Incremental Term Loans” or “Incremental Term Lenders” shall be determined by the Borrower deemed to be a reference to “Incremental Term Loans or Refinancing Term Loans” and the applicable “Incremental Term Lenders or Refinancing Term Lenders”, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agentrespectively.
(d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of Loans, 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 new class or tranche, in each case on terms consistent with this Section 2.21.
(e) To the extent of any inconsistency, the terms of this Section 2.21 shall supersede any provision in Section 2.18 or 9.02.
Appears in 1 contract
Sources: Credit Agreement (Iron Mountain Inc)
Refinancing Facilities. (a) The On one or more occasions after the Closing Date, the Borrower maymay obtain, by written notice 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 pursuant to a Refinancing Term Amendment in accordance with this Section 2.28 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent from time shall have consented (not to time, request Refinancing Loans (the “Refinancing Loans”be unreasonably withheld or delayed) to refinance such Lender’s or Additional Refinancing Lender’s providing such Refinancing Term Loans to the extent such consent, if any, would be required under Section 10.6(c) for an assignment of Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or a any portion of any existing Class, as selected by the Borrower in its sole discretion, of Term Loans (or unused Commitments in respect thereof) then outstanding under this Agreement, in the “Refinanced Loans”form of Refinancing Term Loans or Refinancing Term Commitments.
(b) The effectiveness of any Refinancing Term Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 5.2, and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such 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 be in an aggregate principal amount that is (x) not to exceed the aggregate principal amount of the Refinanced Loans plus any accrued interest, fees, costs less than $10,000,000 and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (iy) the amount of the Refinancing Loan (which shall be in a minimum amount an integral multiple of $5,000,000) and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate 1,000,000 in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution).
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans (each, a “Refinancing Lender”) and set forth in a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Loans shall be no earlier than the Maturity Date, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agentexcess thereof.
(d) In connection with any Refinancing Loans, Each of the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to parties hereto hereby agrees that this Agreement (which and the other Loan Documents may take the form of an amendment and restatement of this Agreement) (be amended pursuant to a “Refinancing Term Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other LenderLenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) 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 (without the consent of the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent)appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of LoansSection 2.28, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of Required Lenders hereby expressly authorize the Administrative Agent and the Borrower in connection with the establishment of to enter into any such new class or tranche, in each case on terms consistent with this Section 2.21Refinancing Term Amendment.
(e) To the extent of any inconsistency, the terms of this Section 2.21 This Section 2.28 shall supersede any provision provisions in Section 2.18 Section 2.17 or 9.02 10.1 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Taboola.com Ltd.)
Refinancing Facilities. (a) At any time after the Closing Date, the Company may obtain Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Term Loans established pursuant to an Additional Credit Extension Amendment) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Revolving Credit Loans or Revolving Credit Commitments established pursuant to an Additional Credit Extension Amendment), in the form of (x) other Term Loans (“Refinancing Term Loans”) or (y) other Revolving Credit Loans (“Refinancing Revolving Credit Loans”) or other Revolving Credit Commitments (“Refinancing Revolving Credit Commitments”), as the case may be, in each case pursuant to an Additional Credit Extension Amendment; provided that the Net Cash Proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Credit Commitments being so refinanced, as the case may be. The Borrower mayeffectiveness of any Additional Credit Extension Amendment establishing Credit Agreement Refinancing Indebtedness shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by written notice to the Administrative Agent (and, if relating to the Australian Revolving Sub-facility, the Australian Administrative Agent), receipt by the Administrative Agent (and, if relating to the Australian Revolving Sub-facility, the Australian Administrative Agent) of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from time a change in law, change in fact or change to time, request counsel’s form of opinion reasonably satisfactory to the applicable Facility Administrative Agents). Any Credit Agreement Refinancing Loans (the “Refinancing Loans”) to refinance all or a portion of any existing Loans (the “Refinanced Loans”) Indebtedness incurred under this Section 2.19 shall be in an aggregate principal amount that is not to exceed the aggregate principal amount of the Refinanced Loans plus any accrued interest, fees, costs less than $25,000,000 and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the Refinancing Loan (which shall be in a minimum amount an integral multiple of $5,000,000) 5,000,000 in excess thereof (in each case unless the Company and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall otherwise agree)). The Borrower Any Additional Credit Extension Amendment establishing Credit Agreement Refinancing Indebtedness may seek 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 Loans from existing Lenders (Indebtedness established thereby, in each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution).
(b) It shall be a condition precedent case on terms substantially equivalent to the incurrence terms applicable to Letters of any Refinancing Credit and Swing Line Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to under the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans (each, a “Refinancing Lender”) and set forth in a Refinancing AmendmentRevolving Credit Commitments; provided that (i) the final maturity date of any Refinancing Loans no L/C Issuer or Swing Line Lender shall be no earlier than the Maturity Date, (ii) the Weighted Average Life required to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of act as “L/C issuer” or “swing line lender” under any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing LoansAdditional Credit Extension Amendment without its written consent. The Administrative Agent 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 Indebtedness, 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 Term Loans, Revolving Credit Loans, Revolving Credit Commitments and/or Term Commitments). Any Additional Credit Extension Amendment establishing Credit Agreement Refinancing Amendment Indebtedness may, without the consent of any other LenderLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent)appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerCompany, to effect the provisions of this Section 2.21, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of Loans, 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 new class or tranche, in each case on terms consistent with this Section 2.212.19.
(e) To the extent of any inconsistency, the terms of this Section 2.21 shall supersede any provision in Section 2.18 or 9.02.
Appears in 1 contract
Sources: Credit Agreement (MULTI COLOR Corp)
Refinancing Facilities. (a) The Borrower may, Borrowers may by written notice to GSCP elect to request on one or more occasions (which written notice shall be furnished to the Administrative Agent from Lenders by GSCP):
(i) the establishment, at any time on or prior to timethe termination of the Original U.S. Revolving Commitments on the Original Commitment Termination Date, request Refinancing Loans of one or more incremental revolving commitments (the “Refinancing Loans”) to refinance all or a portion of any existing Loans (the “Refinanced LoansU.S. Revolving Commitments”) in an aggregate principal amount not to exceed in the aggregate principal amount not in excess of the Refinanced 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 Refinancing Loan (which shall be in a minimum amount of $5,000,000) and Original U.S. Revolving Commitments that are being replaced therewith;
(ii) the date establishment, at any time on which or prior to the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after termination of the date Original Canadian Revolving Commitments on the Original Commitment Termination Date, of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities incremental revolving commitments (other than any Ineligible Institution).
(bthe “Refinancing Canadian Revolving Commitments”) It shall be a condition precedent to in an amount in the incurrence of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence aggregate not in excess of the Refinancing Loans, (ii) the terms amount of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection Original Canadian Revolving Commitments that are being replaced therewith).;
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans (each, a “Refinancing Lender”) and set forth in a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Loans shall be no earlier than the Maturity Date, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the establishment, at any time on or prior to the termination of the Original UK Revolving Commitments on the Original Commitment Termination Date, of one or more incremental revolving commitments (the “Refinancing Loans will rank pari passu in right of payment and of security UK Revolving Commitments” and, together with the LoansRefinancing U.S. Revolving Commitments and the Refinancing Canadian Revolving Commitments, the “Refinancing Revolving Commitments”) in an amount in the aggregate not in excess of the amount of Original UK Revolving Commitments that are being replaced therewith;
(iv) none the establishment, at any time on or prior to the maturity of the borrower and Original U.S. Term Loans on the guarantors Original Term Loan Maturity Date of incremental term loan commitments (the “Refinancing U.S. Term Loan Commitments”), in an amount in the aggregate not in excess of the Refinancing amount of Original U.S. Term Loans shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, are being refinanced therewith;
(v) the interest rate marginestablishment, rate floors, fees, original issue discount and premiums applicable at any time on or prior to the maturity of the Original Euro Term Loans on the Original Term Loan Maturity Date of incremental term loan commitments (the “Refinancing Euro Term Loan Commitments”), in an amount in the aggregate not in excess of the amount of Original Euro Term Loans shall be determined by the Borrower and the applicable Refinancing Lenders, that are being refinanced therewith; and/or
(vi) the Refinancing Loans may share ratably establishment, at any time on or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) prior to the extent the terms maturity of the Original Sterling Term Loans on the Original Term Loan Maturity Date of incremental term loan commitments (the “Refinancing Loans are inconsistent Sterling Term Loan Commitments” and, together with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to Refinancing U.S. Term Loan Commitments and the Administrative Agent.
(d) In connection with any Refinancing LoansEuro Term Loan Commitments, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing AmendmentTerm Loan Commitments”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent), in an amount in the reasonable opinion aggregate not in excess of the Administrative Agent and the Borrower, to effect the provisions amount of this Section 2.21, including any amendments necessary to establish the applicable Refinancing Original Sterling Term Loans as a new class or tranche of Loans, 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 new class or tranche, in each case on terms consistent with this Section 2.21that are being refinanced therewith.
(e) To the extent of any inconsistency, the terms of this Section 2.21 shall supersede any provision in Section 2.18 or 9.02.
Appears in 1 contract
Refinancing Facilities. (a) The At any time after the Closing Date, the Borrower may, by written notice may obtain from any existing Lender or any other Person reasonably satisfactory to the Administrative Agent from time to time, request Refinancing Loans Borrower (the “Refinancing Loans”) to refinance all or a portion of any such existing Loans (the “Refinanced Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced 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 Refinancing Loan (which shall be in a minimum amount of $5,000,000) and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions Lender or other entities (other than any Ineligible Institution).
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans (each, a Person being called an “Additional Refinancing Lender”) Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans constituting Term Loans) or (b) for the Borrower, all or any portion of the Revolving Credit Commitments (including the corresponding portion of the Revolving Credit Loans) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Commitments (including the corresponding portion of the Other Revolving Loans)), in the form of Other Term Loans or Other Term Commitments in the case of clauses (a) and set forth (b), in each case pursuant to a Refinancing Amendment; provided 100 US-DOCS\136335661.3140506888.9 that (i) the final maturity date of any such Refinancing Loans Indebtedness shall be no earlier than the Maturity Date, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu or junior in right of payment and of security with the Loansother Loans and Commitments hereunder, (ivii) none of the borrower and the guarantors of the such Refinancing Loans Indebtedness shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateralhave such pricing, (v) the interest rate margin, rate floorsinterest, fees, original issue discount premiums and premiums applicable to the Refinancing Loans shall optional prepayment and redemption terms as may be determined agreed by the Borrower and the applicable Additional Refinancing LendersLenders thereof, (iii) such Refinancing Indebtedness shall only be secured by assets consisting of Collateral, (iv) the 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 Loan Parties when taken as a whole (as reasonably determined by the Borrower) than the terms of the Loans being refinanced (or, in the case of Refinancing Indebtedness that refinances the Term Loans, or the Loans under an Incremental Term Facility, in their entirety, shall be consistent with “market” terms at the time of incurrence), (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 Refinancing Term Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder the debt being refinanced is subject to an intercreditor agreement, the Administrative Agent acting on behalf of the holders of such Indebtedness shall have become party to an intercreditor agreement reasonably satisfactory to the Borrower and the Administrative Agent and (vii) no Restricted Subsidiary is a Guarantor with respect to such Refinancing Indebtedness unless such Restricted Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed the Obligations. The effectiveness of any Refinancing Amendment shall be subject to such express conditions as are mutually agreed with the participating Additional Refinancing Lenders. Each class of Refinancing Indebtedness (other than in connection with an extension of the maturity of Term Loans, Revolving Credit Loans or Revolving Credit Commitments) incurred under this Section 2.18 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000, provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Refinancing Indebtedness set forth above. Subject to the extent consent of the L/C Issuers, any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby on terms substantially equivalent to the terms applicable to Letters of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to Credit under this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “before giving effect to such Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable to reflect the existence and terms of the Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other LenderLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary necessary, or appropriate (but only to such extent)reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.212.18. This Section 2.18 shall supersede any provisions in Section 2.12 and Section 11.01 to the contrary. Notwithstanding anything to the contrary in this Section 2.18 or otherwise, including any amendments necessary to establish (1) the applicable Refinancing Loans as a new class or tranche borrowing and repayment (except for (A) payments of Loansinterest and fees at different rates on Other Revolving Commitments (and related outstandings), and such other technical amendments as may be necessary or appropriate in (B) repayments required upon the reasonable opinion maturity date of the Administrative Agent Other Revolving Commitments and the Borrower (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Other Revolving Commitments after the establishment date of such new class or trancheobtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Credit Commitments, in each case on terms consistent with this Section 2.21.
(e2) To 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 and subject to the consent of the L/C Issuers, all Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders in accordance with all other Revolving Credit Commitments, without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued, (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any inconsistencysuch class on a non- rata basis as compared to any other class with a later maturity date than such class and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans. The Lenders agree that, subject to Section 2.05(a), the terms Borrower may require the Lenders holding Refinancing Indebtedness to assign their Loans and Commitments to the providers of this Section 2.21 shall supersede any provision in Section 2.18 or 9.02.the Refinancing Indebtedness. 101 US-DOCS\136335661.3140506888.9
Appears in 1 contract
Sources: Credit Agreement (Tutor Perini Corp)
Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Refinancing Loans (x) Replacement Revolving Credit Commitments to replace all or a portion of any existing Class of Revolving Credit Commitments (the “Refinancing LoansReplaced Revolving Credit Commitments”) in an 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 Loan Facility (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and 5,000,000 or, in each case, 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 Loan Facility is to be made available 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 such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution).
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any whether such Credit Agreement Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans (each, a “Refinancing Lender”) and set forth in a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Loans shall be no earlier than the Maturity Date, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans Facilities are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of Loans, 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 new class or tranche, in each case on terms consistent with this Section 2.21.
(e) To the extent of any inconsistency, the terms of this Section 2.21 shall supersede any provision in Section 2.18 or 9.02.Replacement Revolving Credit Commitments or
Appears in 1 contract
Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Refinancing Loans loans (the “Refinancing Loans”) to refinance all or a portion of any existing Loans (the “Refinanced Loans”) ), and, with respect to the Excess Amount, for general corporate purposes, in an aggregate principal amount not to exceed (i) the aggregate principal amount of the Refinanced Loans Loans, plus (ii) any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees) (clauses (i) and (ii) together, the “Refinancing Amount”), plus (iii) an additional amount not to exceed $1,500,000 (the “Excess Amount”). Such notice shall set forth (i) the amount of the Refinancing Loan (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) ), and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution)Additional Lender.
(b) It shall be a condition precedent to the incurrence of any Refinancing 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 the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 2.16 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof Refinancing Amount shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans (each, a “Refinancing Lender”) and set forth in a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Loans shall be no earlier than the Latest Maturity Date, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Credit Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.212.16, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of Loans, 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 new class or tranche, in each case on terms consistent with this Section 2.212.16.
(e) To the extent of any inconsistency, the terms of this This Section 2.21 2.16 shall supersede any provision in Section 2.18 2.9, 2.15(c), or 9.0212.2.
Appears in 1 contract
Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Refinancing Loans (the “Refinancing Loans”) to refinance all or a portion of any existing Loans (the “Refinanced Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced 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 Refinancing Loan (which shall be in a minimum amount of $5,000,000) and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution).. 60 #92274486v19
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans (each, a “Refinancing Lender”) and set forth in a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Loans shall be no earlier than the Maturity Date, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of Loans, 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 new class or tranche, in each case on terms consistent with this Section 2.21.
(e) To the extent of any inconsistency, the terms of this Section 2.21 shall supersede any provision in Section 2.18 or 9.029.
Appears in 1 contract
Sources: Credit Agreement (Ugi Corp /Pa/)
Refinancing Facilities. (a) The Borrower may, may by written notice to the Administrative Agent from time elect to time, request Refinancing the establishment of one or more additional Tranches of Term Loans under this Agreement (the “Refinancing Term Loans”) or (x) one or more series of debt securities which are unsecured or secured on a pari passu or junior basis to refinance all the Term Loans or (y) loans which are unsecured or secured on a portion of any existing junior basis to the Term Loans (the (x) and (y), collectively, “Refinanced Refinancing Notes”), which refinance, renew, replace, defease or refund one or more Tranches of Term Loans (including any Incremental Term Loans or Extended Term Loans”) under this Agreement; provided, that such Refinancing Term Loans and/or Refinancing Notes may not be in an aggregate principal amount not to exceed greater than the aggregate principal amount of the Refinanced Term Loans being refinanced, renewed, replaced, defeased or refunded plus any unpaid accrued interest, fees, costs interest and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the amount of the Refinancing Loan (which shall be in a minimum amount of $5,000,000) and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution).
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums premium (if any) payable thereon and upfront fees, underwriting discounts, fees, commissions and expenses incurred in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing 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 Section 9.04 (and Section 9.01 to the extent secured) and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 9.04 (and Section 9.01 to the extent secured). Each such notice shall specify the date (each, a “Refinancing LenderEffective Date”) and set forth in a on which the Borrower proposes that the Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Term Loans shall be no earlier than the Maturity Date, (ii) the Weighted Average Life to Maturity of made or the Refinancing Loans Notes shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loansissued, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans which shall be a Person that is date not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably three (but not more than ratably3) in any mandatory prepayments hereunder and (vii) to Business Days after the extent the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), date on which such terms shall be reasonably satisfactory notice is delivered to the Administrative Agent.
(d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of Loans, 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 new class or tranche, in each case on terms consistent with this Section 2.21.
(e) To the extent of any inconsistency, the terms of this Section 2.21 shall supersede any provision in Section 2.18 or 9.02.; provided that:
Appears in 1 contract
Sources: Term Loan Credit Agreement (Performance Sports Group Ltd.)
Refinancing Facilities. (a) The Parent Borrower may, by written notice to the Administrative Agent from time to time, request Refinancing Loans (x) Replacement Revolving Commitments to replace all or a portion of any existing Class of Revolving Commitments (the “Refinancing LoansReplaced 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 Loan Facility (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and ), (ii) the date on which the applicable Credit Agreement Refinancing Loan Facility is to be made available become effective (which shall not be less than ten (10) 10 Business Days nor more than sixty (60) 60 days after the 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 seek Credit Agreement Refinancing Loans Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution)New Lender.
(b) It shall be a condition precedent to the effectiveness of any Credit Agreement Refinancing 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 the such Refinancing Term Loans, as applicable, (ii) the representations and warranties set forth in 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 Loans Facility shall comply with this Section 2.21 ýSection 2.29(c) and (iiiiv) (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 an equivalent portion of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, and 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 Agreement Refinancing Loans Facility shall be determined by the Parent Borrower and the Persons providing the applicable Credit Agreement Refinancing Loans (each, a “Refinancing Lender”) Facility Lenders and set forth in a Refinancing an Additional Credit Extension Amendment; provided that (i) the final maturity date of any Refinancing Term Loans or Replacement Revolving Commitments shall not be no earlier than the Maturity Datematurity or termination date of the applicable Refinanced Term Loans or Replaced Revolving Commitments, respectively, (ii) (A) there shall be no scheduled amortization of the Weighted Average Life Replacement Revolving Commitments and (B) the weighted average life to Maturity maturity of the Refinancing Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of any then-existing class of the Refinanced Term Loans, (iii) the Credit Agreement Refinancing Loans Facilities will rank pari passu in right of payment and of security with the Loans, Revolving Loans and the Term Loans and (ivA) there shall be no additional Collateral with respect thereto not constituting security for the Obligations and (B) none of the borrower and the obligors or guarantors of the Refinancing Loans with respect thereto shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute CollateralParty, (viv) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Credit Agreement Refinancing Loans Facilities shall be determined by the Parent Borrower and the applicable Credit Agreement Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder Facility Lenders and (viiv) to the extent the terms of the Credit Agreement Refinancing Loans Facilities are inconsistent with the terms set forth herein (except as set forth in clause (iý(i) through (viý(iv) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Credit Agreement Refinancing LoansFacility pursuant to this ýSection 2.29, the BorrowerBorrowers, the Administrative Agent and each applicable Credit Agreement Refinancing Facility Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing LoansFacilities. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Additional Credit Extension Amendment. Any Refinancing Additional Credit Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent)appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.21ýSection 2.29, including any amendments necessary to establish the applicable Credit Agreement Refinancing Loans Facility as a new class Class or tranche of Loans, Term Loans or Revolving Commitments (as applicable) 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 new class 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 2.21.
(e) To the extent ýSection 2.29. Upon effectiveness of any inconsistencyReplacement Revolving Commitments pursuant to this ýSection 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 terms 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 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 costs incurred by any Revolving Lender in accordance with ýSection 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 Section 2.21 Agreement shall supersede any provision in Section 2.18 or 9.02not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Sources: Credit Agreement (Tempur Sealy International, Inc.)
Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent may from time to time, request Refinancing Loans (x) one or more new term loan facilities to the credit facilities under this Credit Agreement (the “Specified Refinancing Term Loans”) to refinance all or any portion of any Class of Term Loans then outstanding under this Credit Agreement and/or (y) one or more new revolving facilities to the credit facilities under this Credit Agreement to refinance all or a portion of any existing Class of Revolving Loans (the “Refinanced Specified Refinancing Revolving Loans”) or Revolving Commitments (the “Specified Refinancing Revolving Commitments” and together with any Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, the “Specified Refinancing Facilities”), in an aggregate principal amount not each case pursuant to exceed procedures reasonably specified by the aggregate principal amount of Administrative Agent and reasonably acceptable to the Refinanced Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth Borrower; provided that such Specified Refinancing Facilities:
(i) will rank pari passu in right of payment as the amount of the Refinancing Loan (which shall be in a minimum amount of $5,000,000) other Loans and Commitments hereunder;
(ii) will 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 on which that is not prior to the applicable 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 Class of 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 substantially consistent with those applicable to the Class of Term Loans or Revolving Commitments being refinanced or replaced, or otherwise be reasonably acceptable to the Administrative Agent; it being agreed that any terms applicable to such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, that (A) are applicable only after the relevant Maturity Date with respect to the Class of Term Loans or Revolving Commitments being refinanced or replaced, (B) are, taken as a whole, in the good faith determination of the Borrower, not more favorable to the lenders or the agent of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, than those contained in the Credit Documents with respect to the relevant Class of Term Loans or Revolving Commitments, as applicable, (C) are more favorable to the lenders or the agent of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, than those contained in the Credit Documents with respect to the relevant Class of Term Loans or Revolving Commitments, as applicable, and are then conformed (or added) to the Credit Documents for the benefit of the Lenders holding the relevant Class of Term Loans or Revolving Commitments, as applicable (i.e., by conforming or adding a term to the then-outstanding Class of Term Loans or Revolving Commitments pursuant to the applicable Refinancing Loan is Amendment) and/or (D) taken as a whole, reflect then current market terms and conditions at the time of the incurrence or issuance of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable (as determined by the Borrower in good faith), shall, in each case, be deemed to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as satisfactory to the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution).Agent;
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (ivii) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to at the incurrence of the time such Specified Refinancing Loans, Facilities are incurred; and
(iiviii) the terms Net Cash Proceeds of the such Specified Refinancing Loans Facilities shall comply with this Section 2.21 and (iii) be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of any outstanding Loans being so refinanced, in each case pursuant to Sections 2.05 and 2.07, as applicable; provided, however, that such Specified Refinancing Loans, 100% of Facilities shall not have a principal or commitment amount greater than the proceeds thereof shall be applied to repay the Refinanced Loans being refinanced (including excluding accrued interest, fees (including original issue discount and upfront fees), discounts, premiums or expenses).
(if anyb) payable The Borrower shall make any request for Specified Refinancing Facilities pursuant to a written notice to the Administrative Agent specifying in connection therewith)reasonable detail the proposed terms thereof. Any proposed Specified Refinancing Facilities may be provided by existing Lenders (it being 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 terms effectiveness of any Refinancing Loans Amendment shall be determined by subject to the Borrower and satisfaction (or waiver in accordance with Section 11.01) on the Persons providing the Refinancing Loans (each, a “Refinancing Lender”) and set forth in a Refinancing Amendment; provided that (i) the final maturity date thereof of any Refinancing Loans shall be no earlier than the Maturity Date, (ii) the Weighted Average Life to Maturity each of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as conditions set forth in clause (i) through (via) above), and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Credit Documents providing for such terms shall Specified Refinancing Facilities to be secured thereby, generally consistent, where applicable, with those delivered on the Closing 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.
(d) In connection with any Refinancing Loans, the Borrower, ). The Lenders hereby authorize the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such enter into amendments to this Credit Agreement and the other Loan Credit Documents with the Borrower as may be necessary or appropriate (but only to such extent), desirable in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.21, including any amendments necessary order to establish the applicable any Specified Refinancing Loans as a new class or tranche of Loans, Facilities and to make 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 new class or trancheSpecified Refinancing Facilities, in each case on terms consistent with and/or to effect the provisions of this Section 2.212.17, 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) To The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. 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 Specified Refinancing Facilities incurred pursuant thereto (including the addition of such Specified Refinancing Facilities as separate facilities hereunder and treated in a manner consistent with the credit facilities under this Credit Agreement being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any inconsistencyPerson other than the Borrower, the terms 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 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 Section 2.21 shall supersede any provision in Section 2.18 or 9.022.17.
Appears in 1 contract
Refinancing Facilities. (a) The At any time after the Closing Date, the Borrower may, by written notice may obtain from any existing Lender or any other Person reasonably satisfactory to the Administrative Agent from time to time, request Refinancing Loans Borrower (the “Refinancing Loans”) to refinance all or a portion of any such existing Loans (the “Refinanced Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced 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 Refinancing Loan (which shall be in a minimum amount of $5,000,000) and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions Lender or other entities (other than any Ineligible Institution).
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans (each, a Person being called an “Additional Refinancing Lender”) Refinancing Indebtedness in respect of (a) all or any portion of the applicable class of Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any 97 US-DOCS\140506888.9146702970.6 then outstanding Other Term Loans constituting Term Loans) or (b) for the Borrower, all or any portion of the Revolving Credit Commitments (including the corresponding portion of the Revolving Credit Loans) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Commitments (including the corresponding portion of the Other Revolving Loans)), in the form of Other Term Loans or Other Term Commitments in the case of clauses (a) and set forth (b), in each case pursuant to a Refinancing Amendment; provided that (i) the final maturity date of any such Refinancing Loans Indebtedness shall be no earlier than the Maturity Date, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu or junior in right of payment and of security with the Loansother Loans and Commitments hereunder, (ivii) none of the borrower and the guarantors of the such Refinancing Loans Indebtedness shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateralhave such pricing, (v) the interest rate margin, rate floorsinterest, fees, original issue discount premiums and premiums applicable to the Refinancing Loans shall optional prepayment and redemption terms as may be determined agreed by the Borrower and the Additional Refinancing Lenders thereof, (iii) such Refinancing Indebtedness shall only be secured by assets consisting of Collateral, (iv) the 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 Loan Parties when taken as a whole (as reasonably determined by the Borrower) than the terms of the Loans being refinanced (or, in the case of Refinancing Indebtedness that refinances the applicable class of Term Loans, or the Loans under an Incremental Term Facility, in their entirety, shall be consistent with “market” terms at the time of incurrence), (v) such Refinancing LendersIndebtedness satisfies the requirements set forth in the definition of “Refinancing Indebtedness”, (vi) if such Refinancing Indebtedness is secured on a junior basis to the Refinancing Term Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder the debt being refinanced is subject to an intercreditor agreement, the Administrative Agent acting on behalf of the holders of such Indebtedness shall have become party to an intercreditor agreement reasonably satisfactory to the Borrower and the Administrative Agent and (vii) no Restricted Subsidiary is a Guarantor with respect to such Refinancing Indebtedness unless such Restricted Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed the Obligations. The effectiveness of any Refinancing Amendment shall be subject to such express conditions as are mutually agreed with the participating Additional Refinancing Lenders. Each class of Refinancing Indebtedness (other than in connection with an extension of the maturity of the applicable class of Term Loans, Revolving Credit Loans or Revolving Credit Commitments) incurred under this Section 2.18 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000, provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Refinancing Indebtedness set forth above. Subject to the extent consent of the L/C Issuers, any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to any Other Revolving Commitments established thereby on terms substantially equivalent to the terms applicable to Letters of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to Credit under this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “before giving effect to such Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable to reflect the existence and terms of the Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other LenderLenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary necessary, or appropriate (but only to such extent)reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.212.18. This Section 2.18 shall supersede any provisions in Section 2.12 and Section 11.01 to the contrary. Notwithstanding anything to the contrary in this Section 2.18 or otherwise, including any amendments necessary to establish (1) the applicable Refinancing Loans as a new class or tranche borrowing and repayment (except for (A) payments of Loansinterest and fees at different rates on Other Revolving Commitments (and related outstandings), and such other technical amendments as may be necessary or appropriate in (B) repayments required upon the reasonable opinion maturity date of the Administrative Agent Other Revolving Commitments and the Borrower (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Other Revolving Commitments after the establishment date of such new class or trancheobtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Credit Commitments, in each case on terms consistent with this Section 2.21.
(e2) To 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 and subject to the consent of the L/C Issuers, all Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders in accordance with all other Revolving Credit Commitments, without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued, (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any inconsistencyOther Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Commitments, except that the terms of this Section 2.21 Borrower shall supersede any provision in Section 2.18 or 9.02.be permitted to permanently repay and 98 US-DOCS\140506888.9146702970.6
Appears in 1 contract
Sources: Credit Agreement (Tutor Perini Corp)
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 (aincluding the payment of interest, premiums, fees and expenses in connection therewith) The Borrower may, by written notice to the Administrative Agent from time to time, request Refinancing Loans in whole or in part, with (the “Refinancing Loans”a) to refinance all or a portion of any existing Loans (the “Refinanced Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced 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 Refinancing Loan (which shall be in a minimum amount of $5,000,000) and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution).
(b) It shall be a condition precedent to the incurrence of any Refinancing Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans term facilities (each, a “First-Lien Refinancing LenderFacility”) under the First-Lien Documentation with the consent of the Borrower and set forth 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 senior secured notes described in a 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 AmendmentDebt”); provided that (i) any First-Lien Refinancing Facility or First-Lien Refinancing Debt shall not mature prior to the final maturity date of any Refinancing Loans shall be no earlier than of, or have a shorter weighted average life than, loans under the Maturity Date, First-Lien Facility being refinanced and (ii) the Weighted Average Life to Maturity other terms and conditions of the any such First-Lien Refinancing Loans Facility or First-Lien Refinancing Debt shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by as agreed between the Borrower and the applicable lenders providing any such First-Lien Refinancing LendersFacility 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, (vi) directly or indirectly, on the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms Closing Date, together with proceeds of the Refinancing Loans are inconsistent with borrowings under the terms set forth herein ABL Facility, the issuance of the Notes (except as set forth in clause (iincluding any Unsecured Backstop Notes) through (vi) above), such terms shall be reasonably satisfactory to and/or incurrence of the Administrative Agent.
(d) In connection with any Refinancing Bridge Loans, the Borrowerissuance of the Secured Backstop Notes and/or incurrence of the Secured Backstop Bridge Loans (if applicable), the Administrative Agent Equity Issuance and each applicable Refinancing Lender shall execute and deliver to cash on hand, if any, at the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary Company or appropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to effect pay the provisions of this Section 2.21Acquisition Costs, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of LoansRefinancing, and such other technical amendments as may be necessary or appropriate in the reasonable opinion refinancing of the Administrative Agent Existing Senior Notes (if applicable) and for general corporate purposes. Availability: The First-Lien Facility will be available in a single drawing on the Borrower in connection with Closing Date. Amounts borrowed under the establishment of such new class First-Lien Facility that are repaid or tranche, in each case on terms consistent with this Section 2.21prepaid may not be reborrowed.
(e) To the extent of any inconsistency, the terms of this Section 2.21 shall supersede any provision in Section 2.18 or 9.02.
Appears in 1 contract
Sources: Securities Purchase Agreement (Builders FirstSource, Inc.)
Refinancing Facilities. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Refinancing Loans (the “Refinancing Loans”) to refinance all or a portion of any existing Loans (the “Refinanced Refinancing Loans”) in an aggregate principal amount not to exceed the aggregate principal amount of the Refinanced Refinancing 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 Refinancing Loan (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) ), and (ii) the date on which the applicable Refinancing Loan is to be made available (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Refinancing Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or from one or more new banks, financial institutions or other entities (other than any Ineligible Institution)Additional Lender.
(b) It shall be a condition precedent to the incurrence of any Refinancing 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 the incurrence of the Refinancing Loans, (ii) the terms of the Refinancing Loans shall comply with this Section 2.21 2.16 and (iii) substantially concurrently with the incurrence of any Refinancing Loans, 100% of the proceeds thereof shall be applied to repay the Refinanced Refinancing Loans (including accrued interest, fees and premiums (if any) payable in connection therewith).
(c) The terms of any Refinancing Loans shall be determined by the Borrower and the Persons providing the Refinancing Loans (each, a “Refinancing Lender”) and set forth in a Refinancing Amendment; provided that (i) the final maturity date of any Refinancing Loans shall be no earlier than the Latest Maturity Date, (ii) the Weighted Average Life to Maturity of the Refinancing Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing class of Loans, (iii) the Refinancing Loans will rank pari passu in right of payment and of security with the Loans, (iv) none of the borrower and the guarantors of the Refinancing Loans shall be a Person that is not a Loan Credit Party and the Refinancing Loans shall not be secured by assets that do not constitute Collateral, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Refinancing Loans shall be determined by the Borrower and the applicable Refinancing Lenders, (vi) the Refinancing Loans may share ratably or less than ratably (but not more than ratably) in any mandatory prepayments hereunder and (vii) to the extent the terms of the Refinancing Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (vi) above), such terms shall be reasonably satisfactory to the Administrative Agent.
(d) In connection with any Refinancing Loans, the Borrower, the Administrative Agent and each applicable Refinancing Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (which may take the form of an amendment and restatement of this Agreement) (a “Refinancing Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence such Refinancing Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (but only to such extent), in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.212.16, including any amendments necessary to establish the applicable Refinancing Loans as a new class or tranche of Loans, 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 new class or tranche, in each case on terms consistent with this Section 2.212.16.
(e) To the extent of any inconsistency, the terms of this This Section 2.21 2.16 shall supersede any provision in Section 2.18 2.9 or 9.0212.2.
Appears in 1 contract
Sources: Senior Secured Term Loan Credit Agreement (XPO Logistics, Inc.)