Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that: (i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby); (ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments; (iv) the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, the L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent; (A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries); (vi) no existing Lender shall be required to provide any Replacement Revolving Commitments; (vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and (viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments. (b) Each such notice shall specify (x) the date on which the Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person. (c) This Section 2.16 shall supersede any provisions in Section 2.12 or 11.01 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Akumin Inc.), Revolving Credit Agreement (Akumin Inc.), Revolving Credit Agreement (Akumin Inc.)
Replacement Revolving Commitments. (a) The Borrower Borrowers may at any time and from time to time, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Credit Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments;
(iv) the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Commitments shall be as agreed between the BorrowerBorrowers, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, the L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit be increased without the consent of any the Swingline Lender (other than a replacement Swingline Lender with respect to such Replacement Revolving Commitment) or each L/C Issuer be increased without its consent(other than a replacement L/C Issuer with respect to such Replacement Revolving Commitment), as the case may be;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower Borrowers and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower Borrowers and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Parent Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Credit Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that it is understood and agreed that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Domestic Credit Parties (but not other Subsidiaries, except in the case of Replacement Revolving Commitments of Foreign Borrowers, which may be guaranteed by any Guarantors);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and;
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments.
(b) Each such notice shall specify (x) the date on which the Borrower proposes Borrowers propose that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes Borrowers propose would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.
(c) This Section 2.16 2.19 shall supersede any provisions in Section 2.12 or Section 11.01 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for 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 BorrowerBorrowers, to effect the provisions of this Section 2.162.19.
Appears in 3 contracts
Sources: Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.)
Replacement Revolving Commitments. (a) The Borrower may at any time and from time by written notice to time, with the consent of the Administrative Agent (not elect to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) to replace all or a portion of any existing Classes of on which the Borrower proposes that the Replacement Revolving Commitments under this Agreement (“Replaced Revolving Commitments”)shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) substantially concurrently with the effectiveness of the Replacement Revolving Commitments, all or an equivalent portion of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, before and all or an equivalent portion of the Revolving Loans and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby)establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied;
(ii) such after giving effect to the establishment of any Replacement Revolving Commitments shall be and any concurrent reduction in an aggregate amount not greater than the aggregate amount of Replaced any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees)shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding on the Amendment No. 1 Effective Date;
(iii) the final maturity date of such no Replacement Revolving Commitments shall be later than have a scheduled termination date prior to the maturity date Maturity Date of the Replaced Revolving CommitmentsCredit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment);
(iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the L/C Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and the Swingline Swing Line Sublimit under such Replacement Revolving Commitments Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, Agent and the Replacement L/C Issuer (and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or any replacement L/C Issuer) and less favorable to the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to Lenders providing such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long asthan, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Credit Facility;
(v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and
(vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as determined may be reasonably requested by the Borrower Collateral Agent (which shall not require any consent from any Lender) in good faith), except order to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to ensure that the Replacement Revolving Commitments) or such covenants or other terms apply equally for Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Lenders; provided that the Replacement Revolving Commitments Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be guaranteed reasonably requested by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving CommitmentsCollateral Agent.
(b) Each such notice shall specify (x) the date on which the The Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a may approach any Lender or any other Person that would be an Eligible a permitted Assignee (for this purpose treating of a Lender Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the ); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided by each such Personthat any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower.
(c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender).
(d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages.
(e) This Section 2.16 2.17 shall supersede any provisions in Section 2.12 2.13 or 11.01 10.01 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16.
Appears in 3 contracts
Sources: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)
Replacement Revolving Commitments. (a) The Borrower may at any time Pursuant to Section 2.21 of the Credit Agreement, each of the 2018 Revolving Lenders shall have a 2018 Revolving Credit Commitment in the amount set forth opposite such 2018 Revolving Lender’s name on Schedule 1 hereto and from time agrees, severally and not jointly, to timemake Revolving Loans to the Borrowers as described in Section 2.01 of the Amended Credit Agreement, with such 2018 Revolving Credit Commitments having the consent of terms set forth in the Administrative Agent (not to be unreasonably withheld or delayed)Amended Credit Agreement. On the Amendment No. 5 Effective Date, request the establishment of one or more additional Classes of 2018 Revolving Credit Commitments (“Replacement will replace the Original Revolving Commitments”) to replace all or a portion . The Borrowers shall prepay in full the outstanding principal amount of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently Loans outstanding immediately prior to the Amendment No. 5 Effective Date, together with the effectiveness of the Replacement Revolving Commitments, all or an equivalent portion accrued and unpaid interest thereon and all accrued and unpaid fees in respect of the Revolving Commitments in effect and Letters of Credit outstanding immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Loans and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Amendment No. 5 Effective Date. Any Letters of Credit issued and outstanding under immediately prior to the Replaced Revolving Commitments Amendment No. 5 Effective Date shall be deemed to have been be issued under the Replacement 2018 Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments;
(iv) the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, the L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments.
(b) Each 2018 Revolving Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such notice other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other 2018 Revolving Lender or any other Lender and based on such documents and information as it shall specify deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (xiii) appoints and authorizes the date Administrative Agent to take such action as agent on which its behalf and to exercise such powers and discretion under the Borrower proposes that Amended Credit Agreement and the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (yiv) the identity agrees that it will perform in accordance with their terms all of the Persons (each of obligations which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom by the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion terms of the Replacement Revolving Commitments Amended Credit Agreement are required to be provided performed by each such Personit as a Lender.
(c) This Section 2.16 shall supersede any provisions in Section 2.12 or 11.01 to Upon (i) the contrary. The Replacement execution of a counterpart of this Amendment by each 2018 Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the 2018 Revolving Lenders party to effect this Amendment shall become a Lender under the provisions Amended Credit Agreement and shall have the respective 2018 Revolving Credit Commitment set forth on Schedule I hereto, effective as of this Section 2.16the Amendment No. 5 Effective Date.
(d) This Amendment No. 5 constitutes a Refinancing Amendment in respect of the Original Revolving Commitments.
Appears in 2 contracts
Sources: Credit Agreement (Endeavor Group Holdings, Inc.), Credit Agreement (Endeavor Group Holdings, Inc.)
Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, with the consent of by written notice to the Administrative Agent (not to be unreasonably withheld or delayed)Agent, request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments, and the Replacement Revolving Commitments shall not be subject to any amortization;
(iv) the L/C Sublimit and the Swingline Letter of Credit Sublimit under such Replacement Revolving Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, Agent and the L/C Issuer Issuing Banks thereunder (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline LenderIssuing Banks); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, in the case of any mandatory or optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be materially more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Latest Maturity Date then applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) any revolving credit facility hereunder or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;; and
(vii) no Replacement Revolving Commitments shall be guaranteed by any Person that is not a Subsidiary Loan Party or secured by any asset that is not Collateral; and
(viii) the Replacement Revolving Commitments shall rank pari passu in right of payment and of security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments.
(b) Each such notice shall specify (x) the date on which the Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent Business Day and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.
(c) This Section 2.16 2.23 shall supersede any provisions in Section 2.12 2.18 or 11.01 Section 9.02 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit 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 2.162.23.
Appears in 2 contracts
Sources: Credit Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.)
Replacement Revolving Commitments. (a) The Borrower may at any time and from time by written notice to time, with the consent of the Administrative Agent (not elect to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with on which the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under Borrower proposes that the Replacement Revolving Commitments if shall become effective, which shall be a date not less than five Business Days after the amount of date on which such Letters of Credit would exceed notice is delivered to the remaining amount of commitments under the Replaced Revolving Commitments Administrative Agent; provided that: before and after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees);
(iii) the final maturity date establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be later than satisfied; after giving effect to the maturity date establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments shall not exceed the aggregate amount of the Replaced Revolving Commitments;
Credit Commitments outstanding on the Amendment No. 4 Effective Date; no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Tranche 2 Revolving Credit Facility (ivor if later, the date required pursuant to any Replacement Revolving Facility Amendment); all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the L/C amount of any Letter of Credit Sublimit and the Swingline Swing Line Sublimit under such Replacement Revolving Commitments Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, Agent and the Replacement L/C Issuer (and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or any replacement L/C Issuer) and less favorable to the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to Lenders providing such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long asthan, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Tranche 2 Revolving Credit Facility; there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments (and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as determined may be reasonably requested by the Borrower Collateral Agent (which shall not require any consent from any Lender) in good faith), except order to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to ensure that the Replacement Revolving Commitments) or such covenants or other terms apply equally for Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Lenders; provided that the Replacement Revolving Commitments Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be guaranteed reasonably requested by Subsidiaries that are Credit Parties (but not the Collateral Agent. The Borrower may approach any Lender or any other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments.
(b) Each such notice shall specify (x) the date on which the Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible a permitted Assignee (for this purpose treating of a Lender Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the ); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided by each such Person.
(c) This Section 2.16 shall supersede that any provisions in Section 2.12 or 11.01 Replacement Revolving Commitments may, to the contraryextent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. The Replacement Revolving Commitments shall be documented by established pursuant to an Additional Credit Extension Amendment executed by amendment to this Agreement among the Persons providing Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments (and of such Replacement Revolving Commitment Series shall purchase from each of the other Persons specified Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the definition of “Additional Credit Extension Amendment” but no other existing Lender)applicable currencies, and such interests in the Additional Credit Extension Amendment may provide for Replacement Revolving Loans under such amendments to this Agreement and the other Credit Documents Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as may shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. This Section 2.17 shall supersede any provisions in Section 2.13 or appropriate, in 10.01 to the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16contrary.
Appears in 2 contracts
Sources: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)
Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, with the consent of by written notice to the Administrative Agent (not to be unreasonably withheld or delayed)Agent, request the establishment of one or more additional Classes of Revolving Facility Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Facility Commitments under this Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with the effectiveness of the Replacement Revolving Commitments, all or an equivalent portion of the Revolving Facility Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Loans and Swingline Facility Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Facility Lenders, shall be repaid or paid (it being understood, however, than that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments, and the Replacement Revolving Commitments shall not be subject to any amortization;
(iv) the L/C Sublimit and the Swingline Letter of Credit Sublimit under such Replacement Revolving Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, Agent and the L/C Issuer thereunder (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, in the case of any mandatory or optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be materially more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Latest Revolving Facility Maturity Date applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;; and
(vii) no Replacement Revolving Commitments shall be guaranteed by any Person that is not a Loan Party or secured by any asset that is not Collateral; and
(viii) the Replacement Revolving Commitments shall rank pari passu in right of payment and of security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Facility Commitments.
(b) Each such notice shall specify (x) the date on which the Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent Business Day and (y) the identity of the Persons (each of which shall be a an Eligible Person that and the consent of the Persons specified in Section 9.04(b)(i) shall have been received with respect thereto to the extent as would be an Eligible Assignee (for this purpose treating a required if the Lender of the Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.
(c) This Section 2.16 2.25 shall supersede any provisions in Section 2.12 2.19 or 11.01 Section 9.08 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit 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 2.162.25.
Appears in 2 contracts
Sources: Credit Agreement (EVERTEC, Inc.), Credit Agreement (EVERTEC, Inc.)
Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, with the consent of by written notice to the Administrative Agent (not to be unreasonably withheld or delayed)Agent, request the establishment of one or more additional Classes of Revolving Facility Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Facility Commitments under this Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with the effectiveness of the Replacement Revolving Commitments, all or an equivalent portion of the Revolving Facility Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Loans and Swingline Facility Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Facility Lenders, shall be repaid or paid (it being understood, however, than that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall be later no earlier than the maturity date of the Replaced Revolving Commitments, and the Replacement Revolving Commitments shall not be subject to any amortization;
(iv) the L/C Sublimit and the Swingline Letter of Credit Sublimit under such Replacement Revolving Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, Agent and the L/C Issuer thereunder (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, in the case of any mandatory or optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be materially more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Latest Revolving Facility Maturity Date applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;; and
(vii) no Replacement Revolving Commitments shall be guaranteed by any Person that is not a Loan Party or secured by any asset that is not Collateral; and
(viii) the Replacement Revolving Commitments shall rank pari passu in right of payment and of security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Facility Commitments.
(b) Each such notice shall specify (x) the date on which the Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent Business Day and (y) the identity of the Persons (each of which shall be a an Eligible Person that and the consent of the Persons specified in Section 9.04(b)(i) shall have been received with respect thereto to the extent as would be an Eligible Assignee (for this purpose treating a required if the Lender of the Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.
(c) This Section 2.16 2.25 shall supersede any provisions in Section 2.12 2.19 or 11.01 Section 9.08 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit 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 2.162.25.
Appears in 2 contracts
Sources: Credit Agreement (EVERTEC, Inc.), Credit Agreement (EVERTEC, Inc.)
Replacement Revolving Commitments. (a) The Borrower may at any time and from time by written notice to time, with the consent of the Administrative Agent (not elect to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) to replace all or a portion of any existing Classes of on which the Borrower proposes that the Replacement Revolving Commitments under this Agreement (“Replaced Revolving Commitments”)shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby)establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied;
(ii) such after giving effect to the establishment of any Replacement Revolving Commitments shall be and any concurrent reduction in an aggregate amount not greater than the aggregate amount of Replaced any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees)shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding on the Amendment No. 9 Effective Date;
(iii) the final maturity date of such no Replacement Revolving Commitments shall be later than have a scheduled termination date prior to the maturity date Maturity Date of the Replaced Tranche 4 Revolving CommitmentsCredit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment);
(iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the L/C Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and the Swingline Swing Line Sublimit under such Replacement Revolving Commitments Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, Agent and the Replacement L/C Issuer (and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or any replacement L/C Issuer) and less favorable to the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to Lenders providing such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long asthan, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Tranche 4 Revolving Credit Facility;
(v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and
(vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as determined may be reasonably requested by the Borrower Collateral Agent (which shall not require any consent from any Lender) in good faith), except order to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to ensure that the Replacement Revolving Commitments) or such covenants or other terms apply equally for Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Lenders; provided that the Replacement Revolving Commitments Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be guaranteed reasonably requested by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving CommitmentsCollateral Agent.
(b) Each such notice shall specify (x) the date on which the The Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a may approach any Lender or any other Person that would be an Eligible a permitted Assignee (for this purpose treating of a Lender Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the ); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided by each such Personthat any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower.
(c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender).
(d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages.
(e) This Section 2.16 2.17 shall supersede any provisions in Section 2.12 2.13 or 11.01 10.01 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16.
Appears in 2 contracts
Sources: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)
Replacement Revolving Commitments. (a) The Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 5 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Replacement and Increase Amendment, each Replacement Revolving Lender hereby agrees (x) to provide its respective Replacement Revolving Commitment to the Borrower may at any time and from time to time, with the consent of the Administrative Agent (in a principal amount not to be unreasonably withheld or delayed)exceed the amount set forth opposite such Replacement Revolving Lender’s name in Schedule A attached hereto (collectively, request the establishment of one or more additional Classes of Revolving Commitments (“Series C Replacement Revolving Commitments”) and (y) that on the Effective Date (as defined below) all of its Revolving Credit Commitment under the Existing Credit Agreement (if any) shall be Refinanced and replaced in its entirety with its respective Replacement Revolving Commitment hereunder. The Administrative Agent has notified each Replacement Revolving Lender of its allocated Replacement Revolving Commitment, and each Replacement Revolving Lender is a signatory to replace all or a portion this Replacement and Increase Amendment. For the avoidance of doubt, the Revolving Credit Commitment of any existing Classes of Lender under the Existing Credit Agreement that is not signatory to this Replacement and Increase Amendment (such Revolving Commitments under this Agreement (Credit Commitments, the “Replaced Exiting Commitments” and such Lender an “Exiting Lender”) shall be Refinanced or replaced by a Replacement Revolving Commitments”); provided that:
Commitment hereunder in its entirety and from and after the Effective Date, (i) substantially concurrently upon receipt by each Exiting Lender of an amount equal to all principal, interest, fees and breakage costs (if any) in respect of outstanding Revolving Credit Loans and other Obligations owing to such Exiting Lender under the Credit Agreement and the other Loan Documents arising from its Revolving Credit Commitment, such Exiting Lender shall cease with immediate effect to be a party to and a Revolving Credit Lender under the effectiveness Credit Agreement and the other Loan Documents, (ii) no Exiting Lender shall have any obligations or liabilities under the Credit Agreement as a Revolving Credit Lender with respect to the period from and after the Effective Date and, without limiting the foregoing, no Exiting Lender shall have any Revolving Credit Commitment under the Credit Agreement or any L/C Obligations outstanding under the Credit Agreement and (iii) no Exiting Lender shall have any rights under the Credit Agreement or any other Loan Document as a Revolving Credit Lender; provided that the rights under the Credit Agreement expressly stated to survive the termination of the Replacement Revolving Commitments, all or an equivalent portion Credit Agreement and the repayment of the Revolving Commitments in effect immediately prior to such effectiveness amounts outstanding thereunder shall be terminated, and all or an equivalent portion of the Revolving Loans and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued survive for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments;
(iv) the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, the L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline each Exiting Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before . After giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for Commitments hereunder, the benefit Credit Agreement’s Revolving Credit Commitments as of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender date hereof shall be required to provide any comprised solely of Series C Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments.
(b) Each such notice shall specify (x) the date on which the Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.
(c) This Section 2.16 shall supersede any provisions in Section 2.12 or 11.01 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16.
Appears in 1 contract
Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, with the consent of by written notice to the Administrative Agent (not to be unreasonably withheld or delayed)Agent, request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that:
: (i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
; (ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees);
; (iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments;
, and the Replacement Revolving Commitments shall not be subject to any amortization; (iv) the L/C Sublimit and the Swingline Letter of Credit Sublimit under such Replacement Revolving Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, Agent and the L/C Issuer Issuing Banks thereunder (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline LenderIssuing Banks); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;(v)
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, in the case of any mandatory or optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments.materially
(b) Each such notice shall specify (x) the date on which the Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent Business Day and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.
(c) This Section 2.16 2.23 shall supersede any provisions in Section 2.12 2.18 or 11.01 Section 9.02 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit 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 2.162.23.
Appears in 1 contract
Sources: Credit Agreement (Virtus Investment Partners, Inc.)
Replacement Revolving Commitments. (a) The Borrower may at any time and from time by written notice to time, with the consent of the Administrative Agent (not elect to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) to replace all or a portion of any existing Classes of on which the Borrower proposes that the Replacement Revolving Commitments under this Agreement (“Replaced Revolving Commitments”)shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby)establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied;
(ii) such after giving effect to the establishment of any Replacement Revolving Commitments shall be and any concurrent reduction in an aggregate amount not greater than the aggregate amount of Replaced any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees)shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding on the Amendment No. 89 Effective Date;
(iii) the final maturity date of such no Replacement Revolving Commitments shall be later than have a scheduled termination date prior to the maturity date Maturity Date of the Replaced Tranche 34 Revolving CommitmentsCredit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment);
(iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the L/C Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and the Swingline Swing Line Sublimit under such Replacement Revolving Commitments Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, Agent and the Replacement L/C Issuer (and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or any replacement L/C Issuer) and less favorable to the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to Lenders providing such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long asthan, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Tranche 34 Revolving Credit Facility;
(v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and
(vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as determined may be reasonably requested by the Borrower Collateral Agent (which shall not require any consent from any Lender) in good faith), except order to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to ensure that the Replacement Revolving Commitments) or such covenants or other terms apply equally for Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Lenders; provided that the Replacement Revolving Commitments Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be guaranteed reasonably requested by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving CommitmentsCollateral Agent.
(b) Each such notice shall specify (x) the date on which the The Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a may approach any Lender or any other Person that would be an Eligible a permitted Assignee (for this purpose treating of a Lender Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the ); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided by each such Personthat any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower.
(c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender).
(d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages.
(e) This Section 2.16 2.17 shall supersede any provisions in Section 2.12 2.13 or 11.01 10.01 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16.
Appears in 1 contract
Replacement Revolving Commitments. (a) The Either the U.S. Borrower or the Canadian Borrower may at any time and from time to time, with the consent of the time by written notice to Administrative Agent (not elect to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments replacement revolving commitments (“Replacement Revolving Commitments”) under the U.S. Revolving Facility or the Canadian Revolving Facility in order to replace all or effectively extend the Revolving Termination Date for such Revolving Commitments. Each such notice shall specify the date (each, a portion of any existing Classes of “Replacement Revolving Facility Effective Date”) on which such Borrower proposes that the Replacement Revolving Commitments under this Agreement (“Replaced Revolving Commitments”)shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) substantially concurrently with before and after giving effect to the effectiveness establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 6.2 shall be satisfied;
(ii) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Commitments, all or an equivalent portion the aggregate amount of Revolving Commitments shall not exceed the aggregate amount of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Loans and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under on the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments Facility Effective Date (after giving effect to the reduction contemplated hereby);
(ii) such in the Revolving Commitments on the Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront feesFacility Effective Date);
(iii) the final maturity date of such no Replacement Revolving Commitments shall be later than have a scheduled termination date prior to the maturity Revolving Termination Date (or if later, the date of the Replaced required pursuant to any Replacement Revolving CommitmentsFacility Amendment);
(iv) the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, the L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and all other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), other than provisions relating to fees and interest rates which shall be as agreed between the applicable Borrower and the lenders Lenders providing such Replacement Revolving CommitmentsCommitments and provisions relating to Swing Line Loans and Letters of Credit that do not change the obligations of any Lender that is not providing a Replacement Revolving Commitment) shall be substantially identical to, shall not be more or less favorable (when taken as a whole) to the lenders Lenders providing the such Replacement Revolving Commitments than than, those applicable to the Replaced then effective U.S. Revolving Commitments (in the case of Replacement Revolving Commitments of the U.S. Borrower) or the Canadian Revolving Commitments (in the case of Replacement Revolving Commitments of the Canadian Borrower);
(v) there shall be no more than two Revolving Termination Dates in effect at any time under the U.S. Revolving Facility and no more than two Revolving Termination Dates in effect at any time under the Canadian Revolving Facility; and
(vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Security Documents as determined may be reasonably requested by the Borrower Collateral Agent in good faith), except order to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to ensure that the Replacement Revolving Commitments) or such covenants or other terms apply equally for Loans are provided with the benefit of the applicable Security Documents and shall deliver such other Lenders; provided that the Replacement Revolving Commitments documents, certificates and opinions of counsel in connection therewith as may be guaranteed requested by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving CommitmentsCollateral Agent.
(b) Each such notice shall specify (x) the date on which the The applicable Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a may approach any Lender or any other Person that would be an Eligible a permitted Assignee (for this purpose treating of a Lender Revolving Commitment pursuant to Section 11.6 to provide all or a portion of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the ); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be provided by each such Personsubject to any consent that would be required pursuant to Section 11.6.
(c) This Section 2.16 shall supersede any provisions in Section 2.12 or 11.01 to the contrary. The Replacement Revolving Commitments shall be documented by established pursuant to an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments amendment to this Agreement and the other Credit Documents as may be necessary or appropriateamong each applicable Borrower, in the reasonable opinion of the Administrative Agent and the Borrower, to effect Replacement Revolving Lenders providing such Replacement Revolving Commitments (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above.
(d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of this Section 2.16the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Revolving Commitments, at the principal amount thereof and in the applicable currencies, such interests in the Revolving Loans outstanding on such Replacement Revolving Facility Effective Date as may be specified by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans under such Revolving Credit Facility will be held by the Lenders thereunder ratably in accordance with their applicable Revolving Credit Percentages.
Appears in 1 contract
Sources: Credit Agreement (Cedar Fair L P)
Replacement Revolving Commitments. (a) Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 4 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Replacement Amendment, each Replacement Revolving Lender hereby agrees (x) to provide its respective Replacement Revolving Commitment to the Borrower in a principal amount not to exceed the amount set forth opposite such Replacement Revolving Lender’s name in Schedule A attached hereto and (y) that on the Replacement Revolving Credit Effective Date all of its Revolving Credit Commitment under the Existing Credit Agreement shall be Refinanced and replaced in their entirety with its respective Replacement Revolving Commitment hereunder. The Borrower may at any time and from time to time, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments (“has notified each Replacement Revolving Lender of its allocated Replacement Revolving Commitment, and each Replacement Revolving Lender is a signatory to this Replacement Amendment. For the avoidance of doubt, the Revolving Credit Commitment of any Lender under the Existing Credit Agreement that is not signatory to this Replacement Amendment (such Revolving Credit Commitments, the “Remaining Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments;
(iv) the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, the L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined Refinanced or replaced by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will hereunder, shall be drawn unchanged in all respects by this Replacement Amendment and participate in Letters of Credit and Swingline Loans on is not a pro rata basis with any existing Revolving Commitments.
(b) Each such notice shall specify (x) the date on which the Borrower proposes that the Series B Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such PersonCommitment.
(c) This Section 2.16 shall supersede any provisions in Section 2.12 or 11.01 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16.
Appears in 1 contract
Sources: Replacement Revolving Facility Amendment (Six Flags Entertainment Corp)
Replacement Revolving Commitments. (a) The Borrower may at any time Pursuant to Section 2.16(c) of the Loan Agreement, each of the 2022 Revolving Lenders shall have a 2022 Revolving Credit Commitment in the amount set forth opposite such 2022 Revolving Lender’s name on Schedule 1 to the Amended and from time Restated Loan Agreement and agrees, severally and not jointly, to timemake Revolving Loans to the Borrowers as described in Section 2.2 of the Amended and Restated Loan Agreement, with such 2022 Revolving Credit Commitments having the consent of terms set forth in the Administrative Agent (not to be unreasonably withheld or delayed)Amended and Restated Loan Agreement. On the Amendment and Restatement Effective Date, request the establishment of one or more additional Classes of 2022 Revolving Commitments (“Replacement will replace the Original Revolving Credit Commitments”) to replace all or a portion . The Lead Borrower shall prepay in full the outstanding principal amount of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with the effectiveness of the Replacement Revolving Commitments, all or an equivalent portion of the Revolving Commitments in effect Loans outstanding immediately prior to such effectiveness shall be terminated, the Amendment and all or an equivalent portion of the Revolving Loans and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Restatement Effective Date. Any Letters of Credit issued outstanding immediately prior to the Amendment and outstanding under the Replaced Revolving Commitments Restatement Effective Date shall be deemed to have been be issued under the Replacement 2022 Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments;
(iv) the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, the L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments.
(b) Each 2022 Revolving Lender (i) confirms that it has received a copy of the Loan Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such notice other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Restatement Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers or any other 2022 Revolving Lender or any other Lender and based on such documents and information as it shall specify deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (xiii) appoints and authorizes the date Administrative Agent to take such action as agent on which its behalf and to exercise such powers and discretion under the Borrower proposes that Amended and Restated Loan Agreement and the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (yiv) the identity agrees that it will perform in accordance with their terms all of the Persons (each of obligations which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom by the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion terms of the Replacement Revolving Commitments Amended and Restated Loan Agreement are required to be provided performed by each such Personit as a Lender.
(c) This Section 2.16 shall supersede any provisions in Section 2.12 or 11.01 to Upon (i) the contrary. The Replacement execution of a counterpart of this Restatement Agreement by each 2022 Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the 2022 Revolving Lenders party to effect this Restatement Agreement shall become Lenders under the provisions Amended and Restated Loan Agreement and shall have the respective 2022 Revolving Credit Commitment set forth on Schedule I hereto, effective as of this Section 2.16the Amendment and Restatement Effective Date.
(d) This Restatement Agreement constitutes a Refinancing Amendment in respect of the Original Revolving Credit Commitments.
Appears in 1 contract
Replacement Revolving Commitments. (a) Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 4 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, each Replacement Revolving Lender hereby agrees (x) to provide its respective Replacement Revolving Commitment to the Borrower in a principal amount not to exceed the amount set forth opposite such Replacement Revolving Lender’s name in Schedule A attached hereto and (y) that on the Effective Date all of its Revolving Credit Commitment under the Existing Credit Agreement shall be Refinanced and replaced in their entirety with its respective Replacement Revolving Commitment hereunder. The Borrower may at any time and from time to time, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments (“has notified each Replacement Revolving Lender of its allocated Replacement Revolving Commitment, and each Replacement Revolving Lender is a signatory to this Amendment. For the avoidance of doubt, the Revolving Credit Commitment of any Lender under the Existing Credit Agreement that is not signatory to this Amendment and is not a Series B Replacement Revolving Commitment under the Existing Credit Agreement (such Revolving Credit Commitments, the “Remaining Commitments”) to replace all shall not be Refinanced or replaced by a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving LendersCommitment hereunder, shall be repaid or paid (it being understood, however, than any Letters of Credit issued unchanged in all respects by this Amendment and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the is not a Series B Replacement Revolving Commitments if Commitment. As of the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments Effective Date after giving effect to this Amendment, Schedule B attached hereto sets forth the reduction contemplated hereby);
(ii) Revolving Credit Commitments of each Revolving Credit Lender and whether such Revolving Credit Commitment is an Original Revolving Credit Commitment or a Series B Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments;
(iv) the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, the L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving CommitmentsCommitment.
(b) Each such notice shall specify (x) the date on which the Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.
(c) This Section 2.16 shall supersede any provisions in Section 2.12 or 11.01 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16.
Appears in 1 contract
Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, with the consent of by written notice to the Administrative Agent (not to be unreasonably withheld or delayed)Agent, request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that:
: (i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
; (ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees);
; (iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments;
, and the Replacement Revolving Commitments shall not be subject to any amortization; (iv) the L/C Sublimit and the Swingline Letter of Credit Sublimit under such Replacement Revolving Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, Agent and the L/C Issuer Issuing Banks thereunder (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline LenderIssuing Banks); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;(v)
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, in the case of any mandatory or optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be materially more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Latest Maturity Date then applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) -93- any revolving credit facility hereunder or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
; and (vii) no Replacement Revolving Commitments shall be guaranteed by any Person that is not a Subsidiary Loan Party or secured by any asset that is not Collateral; and (viii) the Replacement Revolving Commitments shall rank pari passu in right of payment and of security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments.
(b) Each such notice shall specify (x) the date on which the Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent Business Day and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.
(c) This Section 2.16 2.23 shall supersede any provisions in Section 2.12 2.18 or 11.01 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16.9.02
Appears in 1 contract
Sources: Credit Agreement (Virtus Investment Partners, Inc.)
Replacement Revolving Commitments. (a) The U.S. Borrower may at any time and from time to time, with the consent of by written notice to the Administrative Agent (not to be unreasonably withheld or delayed)Agent, request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate principal amount not greater than the aggregate principal amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall not be later shorter than the maturity date of the Replaced Revolving Commitments, and the Replacement Revolving Commitments shall not be subject to any amortization;
(iv) the L/C Sublimit and the Swingline Sublimit LC Commitment Amount under such Replacement Revolving Commitments shall be as agreed between the U.S. Borrower, the Lenders providing such Replacement Revolving CommitmentsLenders, the Administrative Agent, Agent and the L/C Issuer LC Issuers thereunder (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline LenderLC Issuers); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the U.S. Borrower and the Replacement Revolving Lenders so long as, in the case of any mandatory or optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Revolving Lenders with Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the U.S. Borrower and the lenders providing such Replacement Revolving CommitmentsLenders, shall not be materially more favorable (when taken as a whole) to the lenders providing the such Replacement Revolving Commitments Lenders than those applicable to the Revolving Lenders with Replaced Revolving Commitments (as determined by the U.S. Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Latest Maturity Date then applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) Facility hereunder or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) such Replacement Revolving Commitments shall be secured by the U.S. Collateral and guaranteed by the U.S. Borrower Guarantors; provided that Replacement Revolving Commitments may be secured by assets other than the U.S. Collateral or guaranteed by a Subsidiary other than the U.S. Borrower Guarantors, so long as such assets are contemporaneously included as U.S. Collateral and such Subsidiary contemporaneously becomes a U.S. Borrower Guarantor; and
(viii) all Replacement Revolving Commitments shall rank pari passu in right to any then outstanding Revolving Commitments as to lien priorities and rights of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitmentspayment.
(b) Each such notice shall specify (x) the date on which the Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent Business Day and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the U.S. Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.
(c) This Section 2.16 2.21 shall supersede any provisions in Section 2.12 or 11.01 11.12 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (Lenders, the Administrative Agent and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender)U.S. Borrower, and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the U.S. Borrower, to effect the provisions of this Section 2.162.21.
Appears in 1 contract
Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, with the consent of by written notice to the Administrative Agent (not to be unreasonably withheld or delayed)Agent, request the establishment of one or more additional Classes of Revolving Facility Commitments (“Replacement Replace- ment Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments Facility Commit- ments under this Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with the effectiveness of the Replacement Revolving CommitmentsCommit- ments, all or an equivalent portion of the Revolving Facility Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Loans and Swingline Facility Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Revolv- ing Facility Lenders, shall be repaid or paid (it being understood, however, than that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining re- maining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
; (ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees);
; (iii) the final maturity date of such Replacement Revolving Commitments shall be later no earlier than the maturity date of the Replaced Revolving Commitments;
, and the Replacement Revolving Commitments shall not be subject to any amortization; (iv) the L/C Sublimit and the Swingline Letter of Credit Sublimit under such Replacement Revolving Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving CommitmentsCommit- ments, the Administrative Agent, Agent and the L/C Issuer thereunder (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;(v)
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Re- volving Lenders so long as, in the case of any mandatory or optional prepayment or redemption provisions, such Replacement Replace- ment Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be materially more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments.other
(b) Each such notice shall specify (x) the date on which the Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent Business Day and (y) the identity of the Persons (each of which shall be a an Eligible Person that and the consent of the Persons specified in Section 9.04(b)(i) shall have been received with respect thereto to the extent as would be an Eligible Assignee (for this purpose treating a required if the Lender of the Replacement Revolving Commitments as if it Com- mitments were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments Commit- ments to be provided by each such Person.
(c) This Section 2.16 2.25 shall supersede any provisions in Section 2.12 2.19 or 11.01 Section 9.08 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit 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 2.16.2.25. SECTION
Appears in 1 contract
Sources: Credit Agreement (EVERTEC, Inc.)
Replacement Revolving Commitments. (a) The Either Borrower may at any time and from time by written notice to time, with the consent of the Administrative Agent (not elect to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) to replace all or a portion of any existing Classes of on which such Borrower proposes that the Replacement Revolving Commitments under this Agreement (“Replaced Revolving Commitments”)shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) substantially concurrently with before and after giving effect to the effectiveness establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 6.2 shall be satisfied;
(ii) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Commitments, all or an equivalent portion the aggregate amount of Revolving Commitments shall not exceed the aggregate amount of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of outstanding on the Revolving Loans and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid Amendment 1 Effective Date (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement in the Revolving Commitments shall be in an aggregate amount not greater than on the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront feesAmendment 1 Effective Date);
(iii) the final maturity date of such no Replacement Revolving Commitments shall be later than have a scheduled termination date prior to August 30, 2011 (or if later, the maturity date of the Replaced required pursuant to any Replacement Revolving CommitmentsFacility Amendment);
(iv) the L/C Sublimit and the Swingline Sublimit under all other terms applicable to such Replacement Revolving Commitments Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the applicable Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Replacement L/C Sub Commitment and Replacement Swing Line Sub Commitment thereunder which shall be as agreed between the applicable Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent or the Canadian Administrative Agent, the L/C Issuer (or any replacement L/C Issuer) as applicable, and the Swingline Replacement Issuing Lender (and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or any replacement Swingline Lender); provided that in no event may less favorable to the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to Lenders providing such Replacement Revolving Commitments shall be as agreed between than, those applicable to the Borrower and the Replacement U.S. Revolving Lenders so long as, Facility (in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments of the U.S. Borrower) or the Canadian Revolving Facility (excluding those terms described in the immediately preceding clause case of Replacement Revolving Commitments of the Canadian Borrower);
(A)), v) there shall be no more than two Revolving Credit Facilities in the aggregate of the U.S. Borrower in effect at any time and no more than two Revolving Credit Facilities in the aggregate of the Canadian Borrower in effect at any time; and
(vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Security Documents as may be reasonably requested by the Collateral Agent (which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a wholerequire any consent from any Lender other than those consents provided pursuant to Amendment 1) in order to the lenders providing ensure that the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for Loans are provided with the benefit of the applicable Security Documents and shall deliver such other Lenders; provided that the Replacement Revolving Commitments documents, certificates and opinions of counsel in connection therewith as may be guaranteed requested by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving CommitmentsCollateral Agent.
(b) Each such notice shall specify (x) the date on which the The applicable Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a may approach any Lender or any other Person that would be an Eligible a permitted Assignee (for this purpose treating of a Lender Revolving Commitment pursuant to Section 10.6 to provide all or a portion of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the ); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.6. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated, a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided by each such Personthat any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the same Borrower.
(c) This Section 2.16 shall supersede any provisions in Section 2.12 or 11.01 to the contrary. The Replacement Revolving Commitments shall be documented by established pursuant to an Additional Credit Extension Amendment executed by amendment to this Agreement among the Persons providing Borrowers, the Administrative Agent, the Canadian Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement Issuing Lender and/or Replacement Swing Line lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender other than those consents provided pursuant to Amendment 1).
(d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments (and of such Replacement Revolving Commitment Series shall purchase from each of the other Persons specified Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series, at the principal amount thereof and in the definition of “Additional Credit Extension Amendment” but no other existing Lender)applicable currencies, and such interests in the Additional Credit Extension Amendment may provide for Replacement Revolving Loans under such amendments to this Agreement and the other Credit Documents Replacement Revolving Facility Series outstanding on such Replacement Revolving Facility Date as may shall be necessary or appropriatein order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Facility Series will be held by Replacement Revolving Lenders thereunder ratably in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16accordance with their Replacement Revolving Credit Percentages.
Appears in 1 contract
Sources: Credit Agreement (Cedar Fair L P)
Replacement Revolving Commitments. (a) The Borrower Borrowers may at any time and from time to time, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Credit Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments;
(iv) the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Commitments shall be as agreed between the BorrowerBorrowers, the Lenders providing such Replacement Section Page Revolving Commitments, the Administrative Agent, the L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit be increased without the consent of any the Swingline Lender (other than a replacement Swingline Lender with respect to such Replacement Revolving Commitment) or each L/C Issuer be increased without its consent(other than a replacement L/C Issuer with respect to such Replacement Revolving Commitment), as the case may be;
(v) (A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower Borrowers and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower Borrowers and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Parent Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Credit Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that it is understood and agreed that the Replacement Revolving Commitments Commitmments may be guaranteed by Subsidiaries that are Domestic Credit Parties (but not other Subsidiaries, except in the case of Replacement Revolving Commitments of Foreign Borrowers, which may be guaranteed by any Guarantors);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and;
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments.
(b) Each such notice shall specify (x) the date on which the Borrower proposes Borrowers propose that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes Borrowers propose would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.
(c) This Section 2.16 2.19 shall supersede any provisions in Section 2.12 or 11.01 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16.11.01
Appears in 1 contract
Replacement Revolving Commitments. (a) The Borrower may at any time and from time by written notice to time, with the consent of the Administrative Agent (not elect to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) to replace all or a portion of any existing Classes of on which the Borrower proposes that the Replacement Revolving Commitments under this Agreement (“Replaced Revolving Commitments”)shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) substantially concurrently with the effectiveness of the Replacement Revolving Commitments, all or an equivalent portion of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, before and all or an equivalent portion of the Revolving Loans and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby)establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied;
(ii) such after giving effect to the establishment of any Replacement Revolving Commitments shall be and any concurrent reduction in an aggregate amount not greater than the aggregate amount of Replaced any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees)shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding on the Amendment No. 4 Effective Date;
(iii) the final maturity date of such no Replacement Revolving Commitments shall be later than have a scheduled termination date prior to the maturity date Maturity Date of the Replaced Tranche 2 Revolving CommitmentsCredit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment);
(iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the L/C Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and the Swingline Swing Line Sublimit under such Replacement Revolving Commitments Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, Agent and the Replacement L/C Issuer (and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or any replacement L/C Issuer) and less favorable to the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to Lenders providing such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long asthan, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Tranche 2 Revolving Credit Facility;
(v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and
(vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as determined may be reasonably requested by the Borrower Collateral Agent (which shall not require any consent from any Lender) in good faith), except order to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to ensure that the Replacement Revolving Commitments) or such covenants or other terms apply equally for Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Lenders; provided that the Replacement Revolving Commitments Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be guaranteed reasonably requested by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving CommitmentsCollateral Agent.
(b) Each such notice shall specify (x) the date on which the The Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a may approach any Lender or any other Person that would be an Eligible a permitted Assignee (for this purpose treating of a Lender Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the ); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided by each such Personthat any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower.
(c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender).
(d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages.
(e) This Section 2.16 2.17 shall supersede any provisions in Section 2.12 2.13 or 11.01 10.01 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16.
Appears in 1 contract
Replacement Revolving Commitments. (a) The Borrower may at any time and from time by written notice to time, with the consent of the Administrative Agent (not elect to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) to replace all or a portion of any existing Classes of on which the Borrower proposes that the Replacement Revolving Commitments under this Agreement (“Replaced Revolving Commitments”)shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) substantially concurrently with the effectiveness of the Replacement Revolving Commitments, all or an equivalent portion of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, before and all or an equivalent portion of the Revolving Loans and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby)establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied;
(ii) such after giving effect to the establishment of any Replacement Revolving Commitments shall be and any concurrent reduction in an aggregate amount not greater than the aggregate amount of Replaced any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees)shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding on the Amendment No. 48 Effective Date;
(iii) the final maturity date of such no Replacement Revolving Commitments shall be later than have a scheduled termination date prior to the maturity date Maturity Date of the Replaced Tranche 23 Revolving CommitmentsCredit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment);
(iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the L/C Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and the Swingline Swing Line Sublimit under such Replacement Revolving Commitments Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, Agent and the Replacement L/C Issuer (and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or any replacement L/C Issuer) and less favorable to the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to Lenders providing such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long asthan, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Tranche 23 Revolving Credit Facility;
(v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and
(vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as determined may be reasonably requested by the Borrower Collateral Agent (which shall not require any consent from any Lender) in good faith), except order to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to ensure that the Replacement Revolving Commitments) or such covenants or other terms apply equally for Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Lenders; provided that the Replacement Revolving Commitments Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be guaranteed reasonably requested by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving CommitmentsCollateral Agent.
(b) Each such notice shall specify (x) the date on which the The Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a may approach any Lender or any other Person that would be an Eligible a permitted Assignee (for this purpose treating of a Lender Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the ); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided by each such Personthat any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower.
(c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender).
(d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages.
(e) This Section 2.16 2.17 shall supersede any provisions in Section 2.12 2.13 or 11.01 10.01 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16.
Appears in 1 contract
Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, with the consent of by written notice to the Administrative Agent (not to be unreasonably withheld or delayed)Agent, request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments;
(iv) the L/C Letter of Credit Sublimit and the Swingline Sublimit Commitments under such Replacement Revolving Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, the L/C Issuer Issuing Banks (or any replacement L/C IssuerIssuing Banks) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be materially more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Latest Maturity Date then applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) any revolving credit facility hereunder or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;; and
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and and/or of security with the existing Loans, on terms and pursuant to documentation applicable to the Replaced Revolving Commitments; and
(viii) any Loans under Commitments and subject to a Replacement Revolving Commitment will be drawn customary intercreditor agreement in form and participate in Letters of Credit substance reasonably acceptable to the Administrative Agent and Swingline Loans on a pro rata basis with any the existing Revolving CommitmentsLenders.
(b) Each such notice shall specify (x) the date on which the Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.
(c) This Section 2.16 2.23 shall supersede any provisions in Section 2.12 2.18 or 11.01 Section 9.02 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit 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 2.162.23.
Appears in 1 contract
Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, with the consent of by written notice to the Administrative Agent (not to be unreasonably withheld or delayed)Agent, request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that:
: (i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
; (ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees);
; -96- (iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments;
, and the Replacement Revolving Commitments shall not be subject to any amortization; (iv) the L/C Sublimit and the Swingline Letter of Credit Sublimit under such Replacement Revolving Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, Agent and the L/C Issuer Issuing Banks thereunder (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline LenderIssuing Banks); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;(v)
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, in the case of any mandatory or optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be materially more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Latest Maturity Date then applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) any revolving credit facility hereunder or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
; and (vii) no Replacement Revolving Commitments shall be guaranteed by any Person that is not a Subsidiary Loan Party or secured by any asset that is not Collateral; and (viii) the Replacement Revolving Commitments shall rank pari passu in right of payment and of security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments.
(b) Each such notice shall specify (x) the date on which the Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent Business Day and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.
(c) This Section 2.16 2.23 shall supersede any provisions in Section 2.12 2.18 or 11.01 Section 9.02 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit -97- Extension Amendment” Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit 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 2.162.23.
Appears in 1 contract
Sources: Credit Agreement (Virtus Investment Partners, Inc.)
Replacement Revolving Commitments. (a) Pursuant to Section 2.16(c) of the Loan Agreement, each of the 2018 Revolving Lenders shall have a 2018 Revolving Credit Commitment in the amount set forth opposite such 2018 Revolving Lender’s name on Schedule 1 hereto and agrees, severally and not jointly, to make Revolving Loans to the Borrower as described in Section 2.2 of the Amended Loan Agreement, with such 2018 Revolving Credit Commitments having the terms set forth in the Amended Loan Agreement. On the Amendment No. 7 Effective Date, the 2018 Revolving Commitments will replace the Original Revolving Credit Commitments. The Borrower may at any time and from time to time, with shall prepay in full the consent of the Administrative Agent (not to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion outstanding principal amount of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with the effectiveness of the Replacement Revolving Commitments, all or an equivalent portion of the Revolving Commitments in effect Loans outstanding immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Loans and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Amendment No. 7 Effective Date. Any Letters of Credit issued and outstanding under immediately prior to the Replaced Revolving Commitments Amendment No. 7 Effective Date shall be deemed to have been be issued under the Replacement 2018 Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments;
(iv) the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, the L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments.
(b) Each 2018 Revolving Lender (i) confirms that it has received a copy of the Loan Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such notice other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers or any other 2018 Revolving Lender or any other Lender and based on such documents and information as it shall specify deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (xiii) appoints and authorizes the date Administrative Agent to take such action as agent on which its behalf and to exercise such powers and discretion under the Borrower proposes that Amended Loan Agreement and the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (yiv) the identity agrees that it will perform in accordance with their terms all of the Persons (each of obligations which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom by the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion terms of the Replacement Revolving Commitments Amended Loan Agreement are required to be provided performed by each such Personit as a Lender.
(c) This Section 2.16 shall supersede any provisions in Section 2.12 or 11.01 to Upon (i) the contrary. The Replacement execution of a counterpart of this Amendment by each 2018 Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrower and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the 2018 Revolving Lenders party to effect this Amendment shall become Lenders under the provisions Amended Loan Agreement and shall have the respective 2018 Revolving Credit Commitment set forth on Schedule I hereto, effective as of this Section 2.16the Amendment No. 7 Effective Date.
(d) This Amendment No. 7 constitutes a Refinancing Amendment in respect of the Original Revolving Credit Commitments.
Appears in 1 contract
Replacement Revolving Commitments. (a) The U.S. Borrower may at any time and from time to time, with the consent of by written notice to the Administrative Agent (not to be unreasonably withheld or delayed)Agent, request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate principal amount not greater than the aggregate principal amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall not be later shorter than the maturity date of the Replaced Revolving Commitments, and the Replacement Revolving Commitments shall not be subject to any amortization;
(iv) the L/C Sublimit and the Swingline Sublimit LC Commitment Amount under such Replacement Revolving Commitments shall be as agreed between the U.S. Borrower, the Lenders providing such Replacement Revolving CommitmentsLenders, the Administrative Agent, Agent and the L/C Issuer LC Issuers thereunder (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline LenderLC Issuers); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the U.S. Borrower and the Replacement Revolving Lenders so long as, in the case of any mandatory or optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Revolving Lenders with Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the U.S. Borrower and the lenders providing such Replacement Revolving CommitmentsLenders, shall not be materially more favorable (when taken as a whole) to the lenders providing the such Replacement Revolving Commitments Lenders than those applicable to the Revolving Lenders with Replaced Revolving Commitments (as determined by the U.S. Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Latest Maturity Date then applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) Facility -133- hereunder or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) such Replacement Revolving Commitments shall be secured by the U.S. Collateral and guaranteed by the U.S. Borrower Guarantors; provided that Replacement Revolving Commitments may be secured by assets other than the U.S. Collateral or guaranteed by a Subsidiary other than the U.S. Borrower Guarantors, so long as such assets are contemporaneously included as U.S. Collateral and such Subsidiary contemporaneously becomes a U.S. Borrower Guarantor; and
(viii) all Replacement Revolving Commitments shall rank pari passu in right to any then outstanding Revolving Commitments as to lien priorities and rights of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitmentspayment.
(b) Each such notice shall specify (x) the date on which the Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent Business Day and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the U.S. Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.
(c) This Section 2.16 2.21 shall supersede any provisions in Section 2.12 or 11.01 11.12 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (Lenders, the Administrative Agent and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender)U.S. Borrower, and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the U.S. Borrower, to effect the provisions of this Section 2.162.21.
Appears in 1 contract
Replacement Revolving Commitments. (a) The Borrower Company may at any time and from time by written notice to time, with the consent of the Administrative Agent (not elect to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”) to replace which refinances all or a any portion of any existing Classes of the Revolving Facility. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Company proposes that the Replacement Revolving Commitments under this Agreement (“Replaced Revolving Commitments”)shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) substantially concurrently with the effectiveness of the Replacement Revolving Commitments, all or an equivalent portion of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, before and all or an equivalent portion of the Revolving Loans and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby)establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 5.2 shall be satisfied;
(ii) such after giving effect to the establishment of any Replacement Revolving Commitments shall be and any concurrent reduction in an aggregate amount not greater than the aggregate amount of Replaced any other Revolving Commitments, the aggregate amount of Revolving Commitments shall not exceed the aggregate amount of the Revolving Commitments outstanding immediately prior to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees)giving effect to such Replacement Revolving Commitments;
(iii) the final maturity date of such no Replacement Revolving Commitments shall be later than have a scheduled termination date prior to the maturity Revolving Termination Date (or if later, the date of the Replaced required pursuant to any Replacement Revolving CommitmentsFacility Amendment);
(iv) the L/C Sublimit and the Swingline Sublimit under all other terms applicable to such Replacement Revolving Commitments Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the BorrowerCompany and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any letter of credit sublimit, swingline commitment and sublimit for Loans made in Canadian Dollars under such Replacement Revolving Facility which shall be as agreed between the Company, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, Agent and the Replacement L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floorsif any, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing under such Replacement Revolving Commitments) shall be substantially identical to, shall not be more or less favorable (when taken as a whole) to to, the lenders Lenders providing the such Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments Facility;
(as determined by v) there shall be no more than three Revolving Facilities in the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit aggregate of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries)Company in effect at any time;
(vi) no existing Lender the Loan Parties and the Administrative Agent shall enter into such amendments to the Security Documents as may be required reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) in order to provide any ensure that the Replacement Revolving Commitments;Loans are provided with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Administrative Agent; and
(vii) the Revolving Commitments refinanced with Replacement Revolving Commitments shall rank pari passu in right of payment and security be, substantially concurrently with the existing effectiveness of such Replacement Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments, terminated pursuant to Section 2.6.
(b) Each such notice shall specify (xThe Company may approach any additional bank, financial institution or other entity which may elect to become a “Lender” under this Agreement in connection with any transaction described in Section 2.24(a) the date on which the Borrower proposes that the Replacement Revolving Commitments become effective, which shall be to provide all or a date reasonably acceptable to the Administrative Agent and (y) the identity portion of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the ); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender that is not at such time a Lender shall be subject to the consent of the Company and the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed). Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided by each such Personthat any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Company.
(c) This Section 2.16 shall supersede any provisions in Section 2.12 or 11.01 to the contrary. The Replacement Revolving Commitments shall be documented by established pursuant to an Additional Credit Extension Amendment executed by amendment to this Agreement among the Persons providing Borrowers, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swingline Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in Section 2.24(a) (but which shall not require the consent of any other Lender).
(d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the terms and conditions set forth in this Section 2.24, each of the Replacement Revolving Lenders with Replacement Revolving Commitments (and of such Replacement Revolving Commitment Series shall purchase from each of the other Persons specified Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series, at the principal amount thereof and in the definition of “Additional Credit Extension Amendment” but no other existing Lender)applicable currencies, and such interests in the Additional Credit Extension Amendment may provide for Replacement Revolving Loans under such amendments to this Agreement and the other Credit Documents Replacement Revolving Facility Series outstanding on such Replacement Revolving Facility Date as may shall be necessary or appropriatein order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Facility Series will be held by Replacement Revolving Lenders thereunder ratably in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16accordance with their respective Replacement Revolving Commitments.
Appears in 1 contract
Replacement Revolving Commitments. (a) The Borrower may at any time and from time by written notice to time, with the consent of the Administrative Agent (not elect to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) to replace all or a portion of any existing Classes of on which the Borrower proposes that the Replacement Revolving Commitments under this Agreement (“Replaced Revolving Commitments”)shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:
(i) substantially concurrently with the effectiveness of the Replacement Revolving Commitments, all or an equivalent portion of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, before and all or an equivalent portion of the Revolving Loans and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby)establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied;
(ii) such after giving effect to the establishment of any Replacement Revolving Commitments shall be and any concurrent reduction in an aggregate amount not greater than the aggregate amount of Replaced any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees)shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding on the Amendment No. 4 Effective Date;
(iii) the final maturity date of such no Replacement Revolving Commitments shall be later than have a scheduled termination date prior to the maturity date Maturity Date of the Replaced Tranche 2 Revolving CommitmentsCredit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment);
(iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the L/C Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and the Swingline Swing Line Sublimit under such Replacement Revolving Commitments Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, Agent and the Replacement L/C Issuer (and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or any replacement L/C Issuer) and less favorable to the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to Lenders providing such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long asthan, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Tranche 2 Revolving Credit Facility;
(v) there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and
(vi) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as determined may be reasonably requested by the Borrower Collateral Agent (which shall not require any consent from any Lender) in good faith), except order to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to ensure that the Replacement Revolving Commitments) or such covenants or other terms apply equally for Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Lenders; provided that the Replacement Revolving Commitments Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be guaranteed reasonably requested by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving CommitmentsCollateral Agent.
(b) Each such notice shall specify (x) the date on which the The Borrower proposes that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a may approach any Lender or any other Person that would be an Eligible a permitted Assignee (for this purpose treating of a Lender Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the ); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided by each such Personthat any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower.
(c) This Section 2.16 shall supersede any provisions in Section 2.12 or 11.01 to the contrary. The Replacement Revolving Commitments shall be documented by established pursuant to an Additional Credit Extension Amendment executed by amendment to this Agreement among the Persons providing Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender).
(d) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments (and of such Replacement Revolving Commitment Series shall purchase from each of the other Persons specified Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the definition of “Additional Credit Extension Amendment” but no other existing Lender)applicable currencies, and such interests in the Additional Credit Extension Amendment may provide for Replacement Revolving Loans under such amendments to this Agreement and the other Credit Documents Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as may shall be necessary or appropriatein order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16accordance with their Replacement Revolving Credit Percentages.
Appears in 1 contract
Replacement Revolving Commitments. (a) The Borrower Borrowers may at any time and from time to time, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Credit Agreement (“Replaced Revolving Commitments”); provided that:
(i) i. substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) . such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees);
(iii) . the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments;
(iv) . the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Commitments shall be as agreed between the BorrowerBorrowers, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, the L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit be increased without the consent of any the Swingline Lender (other than a replacement Swingline Lender with respect to such Replacement Revolving Commitment) or each L/C Issuer be increased without its consent(other than a replacement L/C Issuer with respect to such Replacement Revolving Commitment), as the case may be;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower Borrowers and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower Borrowers and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Parent Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Credit Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that it is understood and agreed that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Domestic Credit Parties (but not other Subsidiaries, except in the case of Replacement Revolving Commitments of Foreign Borrowers, which may be guaranteed by any Guarantors);
(vi) . no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) . the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and;
(viii) . any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments.
(b) Each such notice shall specify (x) the date on which the Borrower proposes Borrowers propose that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes Borrowers propose would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.
(c) This Section 2.16 2.19 shall supersede any provisions in Section 2.12 or Section 11.01 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for 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 BorrowerBorrowers, to effect the provisions of this Section 2.162.19.
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Replacement Revolving Commitments. (a) The Borrower Borrowers may at any time and from time to time, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Credit Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments;
(iv) the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Commitments shall be as agreed between the BorrowerBorrowers, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, the L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit be increased without the consent of any the Swingline Lender (other than a replacement Swingline Lender with respect to such Replacement Revolving Commitment) or each L/C Issuer be increased without its consent(other than a replacement L/C Issuer with respect to such Replacement Revolving Commitment), as the case may be;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower Borrowers and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower Borrowers and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Parent Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Credit Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that it is understood and agreed that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Domestic Credit Parties (but not other Subsidiaries, except in the case of Replacement Revolving Commitments of Foreign Borrowers, which may be guaranteed by any Guarantors);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;commitments. -91-
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and;
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments.
(b) Each such notice shall specify (x) the date on which the Borrower proposes Borrowers propose that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes Borrowers propose would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.
(c) This Section 2.16 2.19 shall supersede any provisions in Section 2.12 or Section 11.01 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for 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 BorrowerBorrowers, to effect the provisions of this Section 2.162.19.
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Replacement Revolving Commitments. (a) The Borrower Borrowers may at any time and from time to time, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Credit Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments;
(iv) the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Commitments shall be as agreed between the BorrowerBorrowers, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, the L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit be increased without the consent of any the Swingline Lender (other than a replacement Swingline Lender with respect to such Replacement Revolving Commitment) or each L/C Issuer be increased without its consent(other than a replacement L/C Issuer with respect to such Replacement Revolving Commitment), as the case may be;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower Borrowers and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower Borrowers and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Parent Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Credit Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that it is understood and agreed that the Replacement Revolving Commitments CommitmmentsCommitments may be guaranteed by Subsidiaries that are Domestic Credit Parties (but not other Subsidiaries, except in the case of Replacement Revolving Commitments of Foreign Borrowers, which may be guaranteed by any Guarantors);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and;
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments.
(b) Each such notice shall specify (x) the date on which the Borrower proposes Borrowers propose that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes Borrowers propose would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.
(c) This Section 2.16 2.19 shall supersede any provisions in Section 2.12 or Section 11.01 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for 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 BorrowerBorrowers, to effect the provisions of this Section 2.162.19.
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Replacement Revolving Commitments. (a) The Borrower Borrowers may at any time and from time to time, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Credit Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with the effectiveness of the 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 and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments;
(iv) the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Commitments shall be as agreed between the BorrowerBorrowers, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, the L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit be increased without the consent of any the Swingline Lender (other than a replacement Swingline Lender with respect to such Replacement Revolving Commitment) or each L/C Issuer be increased without its consent(other than a replacement L/C Issuer with respect to such Replacement Revolving Commitment), as the case may be;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower Borrowers and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower Borrowers and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Parent Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Credit Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that it is understood and agreed that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Domestic Credit Parties (but not other Subsidiaries, except in the case of Replacement Revolving Commitments of Foreign Borrowers, which may be guaranteed by any Guarantors);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and;
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans on a pro rata basis with any existing Revolving Commitments.
(b) Each such notice shall specify (x) the date on which the Borrower proposes Borrowers propose that the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom the Borrower proposes Borrowers propose would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion of the Replacement Revolving Commitments to be provided by each such Person.
(c) This Section 2.16 2.19 shall supersede any provisions in Section 2.12 or Section 11.01 to the contrary. The Replacement Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for 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 BorrowerBorrowers, to effect the provisions of this Section 2.16.2.19. ARTICLE III
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Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that:
(i) substantially concurrently with the effectiveness of the Replacement Revolving Commitments, all or an equivalent portion Each of the Revolving Lenders shall have a Revolving Commitment in the amount set forth opposite such Revolving Lender’s name on Schedule I hereto and agrees, severally and not jointly, to make Revolving Loans to the Borrower as described in Section 2.01 of the Amended Credit Agreement, with such Revolving Commitments having the terms set forth in effect the Amended Credit Agreement. On the Amendment No. 6 Effective Date, the Revolving Commitments will replace the Original Revolving Commitments. Any Revolving Loans outstanding immediately prior to such effectiveness shall be terminatedthe Amendment No. 6 Effective Date, and all or an equivalent portion of the Revolving Loans and Swingline Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued be borrowed under the Replacement Revolving Commitments if the amount of such Letters of Amended Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby);
(ii) such Replacement Revolving Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, fees, costs Agreement and expenses related thereto (including any upfront fees);
(iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments;
(iv) the L/C Sublimit and the Swingline Sublimit under such Replacement Revolving Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent, the L/C Issuer (or any replacement L/C Issuer) and the Swingline Lender (or any replacement Swingline Lender); provided that in no event may the Swingline Sublimit of any Swingline Lender or the L/C Sublimit of any L/C Issuer be increased without its consent;
(A) the pricing, rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Commitments shall be as agreed between the Borrower and the Replacement Revolving Lenders so long as, in the case of any optional prepayment or redemption provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be more favorable (when taken as a whole) to the lenders providing the Replacement Revolving Commitments than those applicable to the Replaced Revolving Commitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Final Maturity Date applicable under this Agreement (before giving effect to the Replacement Revolving Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; provided that the Replacement Revolving Commitments may be guaranteed by Subsidiaries that are Credit Parties (but not other Subsidiaries);
(vi) no existing Lender shall be required to provide any Replacement Revolving Commitments;
(vii) the Replacement Revolving Commitments shall rank pari passu in right of payment and security with the existing Revolving Commitments; and
(viii) any Loans under a Replacement Revolving Commitment will be drawn and participate in Letters of Credit and Swingline Loans reallocated on a pro rata basis among the Revolving Lenders under the Amended Credit Agreement. Any Letters of Credit outstanding immediately prior to the Amendment No. 6 Effective Date shall be deemed to be issued under the Revolving Commitments and the participations in any outstanding Letters of Credit shall be adjusted in accordance with any existing each Revolving CommitmentsLender’s Applicable Percentage as reallocated in accordance with this Section 4(a).
(b) Each Revolving Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such notice other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Amendment No. 6 Arrangers, any other Revolving Lender or any other Lender and based on such documents and information as it shall specify deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (xiii) appoints and authorizes the date Administrative Agent to take such action as agent on which its behalf and to exercise such powers and discretion under the Borrower proposes that Amended Credit Agreement and the Replacement Revolving Commitments become effective, which shall be a date reasonably acceptable other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (yiv) the identity agrees that it will perform in accordance with their terms all of the Persons (each of obligations which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Replacement Revolving Commitments as if it were an assignee)) whom by the Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and the portion terms of the Replacement Revolving Commitments Amended Credit Agreement are required to be provided performed by each such Personit as a Lender.
(c) This Section 2.16 shall supersede any provisions in Section 2.12 or 11.01 to Upon (i) the contrary. The Replacement execution of a counterpart of this Amendment by each Revolving Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrower and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Revolving Lenders party to effect this Amendment shall become a Lender under the provisions Amended Credit Agreement and shall have the respective Revolving Commitment set forth on Schedule I hereto, effective as of this Section 2.16the Amendment No. 6 Effective Date.
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Sources: Credit Agreement (Amc Entertainment Holdings, Inc.)