Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event: (i) the Incremental Term Loans: (A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured (B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans), (D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment. (ii) [Reserved]. (iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 4 contracts
Sources: Term Loan B Credit Agreement (Vine Resources Inc.), Term Loan Credit Agreement (Vine Resources Inc.), Term Loan B Credit Agreement (Vine Resources Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term CommitmentsCommitments of any Class, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not (I) consistent with the terms applicable to the Initial Term LoansLoans existing on the Incremental Facility Closing Date, each (II) not materially more restrictive to the Borrower and its Subsidiaries (as determined by the Borrower in consultation with the Administrative Agent), when taken as whole, than the terms applicable to the Initial Term Loans existing on the Incremental Facility Closing Date (i) have except for covenants and events terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of default such Incremental Amendment) (it being understood that in to the good faith determination extent any financial maintenance covenant or other provisions are added for the benefit of any Incremental Term Loans or any Incremental Commitments, no consent shall be required from the Administrative Agent or any of the Borrower are not materially less favorable (when taken as a whole) Lenders to the Borrower than extent that such financial maintenance covenant or other provisions are also added for the covenants and events benefit of default each applicable Facility remaining outstanding after the effectiveness of such Incremental Amendment that has a final scheduled maturity date prior to the final scheduled maturity date of the Loan Documents Incremental Term Loans (when taken as a whole) (determined on the Incremental Facility Closing Date)); provided that a certificate of the Borrower as a Responsible Officer delivered to the satisfaction of such requirement delivered at least five (5) Business Days Administrative Agent prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements requirement of this clause (D), II) shall be conclusive unless the Administrative Agent notifies the Borrower within evidence that such five (5) Business Day period that it disagrees with terms and conditions satisfy such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms requirements or (yIII) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term Loans:
(A) shall be unsecured or shall rank pari passu or junior in right of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, shall be subject to a Junior Lien Intercreditor Agreement or an alternate intercreditor arrangements and subordination arrangement reasonably satisfactory to the Administrative Agent and the BorrowerAgent), or shall be unsecured,
(B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Initial Term Loans,
(C) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to any prepayments of the Initial Term Loans prior prepayments to the time of incurrence of such Incremental Term Loans that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term LendersLoans may not be incurred (or guaranteed) by a non-Loan Party or secured by assets that do not constitute Collateral, and
(E) shall provide that mandatory prepayments of the Incremental Term Loans may participate shall be on a pro rata basis or less than pro rata basis (but not basis, except that the Borrower shall be permitted to prepay any Class of Term Loans on a greater better than pro rata basis) basis as compared to any other class of Term Loans with a later maturity date than such Class, provided that, any Incremental Term Facility may provide for the ability to participate on a non-pro rata basis in any voluntary or mandatory prepayments of the Incremental Term Loans hereunder, as specified in the applicable Incremental AmendmentLoans.
(ii) [Reserved].
(iii) Subject to clauses (e)(i)(B) and (e)(i)(C) above, the Applicable Rate and amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under any Incremental Term Loan Commitments, in each case that are Commitments secured on a pari passu basisbasis with the Initial Term Loans other than any MFN Excluded Debt, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans, as applicable, Loans by more than 50 fifty (50) basis points per annum (the amount of such excessexcess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the Initial Term Loans plus fifty (50) basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency Term SOFR or Base Rate floor) with respect to each Class of the Initial Term Loans, Loans shall be increased by the applicable Yield DifferentialDifferential (this proviso, the “MFN Protection”); provided, further further, that, if any Incremental Term Loans include a Eurocurrency Term SOFR or Base Rate floor that is greater than the Eurocurrency Term SOFR or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors Term SOFR or Base Rate floors, as applicable, shall be included in the calculation of All-In Yield for purposes of this clause (iiiii) but only to the extent an increase in the Eurocurrency Term SOFR or Base Rate Floor floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency Term SOFR and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsTerm SOFR or Base Rate floors as the case may be.
Appears in 4 contracts
Sources: Term Loan Credit Agreement (NGL Energy Partners LP), Term Loan Credit Agreement (NGL Energy Partners LP), Term Loan Credit Agreement (NGL Energy Partners LP)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term Loans, each Loans existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior equal in priority in right of payment and of security with the Initial Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredLoans,
(B) shall not mature earlier than the Latest Original Term Loan Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term LoansDate,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior prepayments that would otherwise modify to the Weighted Average Life to Maturity time of the Initial Term Loanssuch incurrence),
(D) shall have an Applicable RateRate and, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunderunder Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Loan CommitmentsCommitments within twelve (12) months after the Closing Date, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans, as applicable, by more than Loans plus 50 basis points per annum (the amount of such excess, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Eurodollar Rate floor) with respect to each Class the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if a Eurodollar Rate floor on any Incremental Term Loans include a Eurocurrency Loan shall be effected solely through an increase in (or Base Rate floor that is greater than implementation of, as applicable) the Eurocurrency or Base Eurodollar Rate floor applicable to any existing Class of Term such Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 4 contracts
Sources: Credit Agreement (ATD Corp), Incremental Amendment (American Tire Distributors Holdings, Inc.), Incremental Amendment (ATD Corp)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Initial Term Loans, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentDate. In any event:
(i) the Incremental Term Loans:
(A) as of the Incremental Amendment Date, shall rank pari passu or junior in right of payment and of security with not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans (and or any Extended Term Loans as to which the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to Initial Term Loans were the Administrative Agent and the Borrower), or shall be unsecuredExisting Term Loan Tranche,
(B) shall not mature earlier than as of the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(DC) shall have an Applicable RateMargin, and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,
(D) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(s), and
(E) the Incremental Term Loans may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans, as applicable, by more than Loans plus 50 basis points per annum (the amount of such excess, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, the Eurocurrency LIBOR or Base Rate floor) with respect to each Class of the then-outstanding Term Loans, shall be Loans is increased by so as to cause the then applicable All-In Yield Differentialunder this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further thatfurther, if that any Incremental increase in All-In Yield to any Term Loans include Loan due to the application or imposition of a Eurocurrency LIBOR or Base Rate floor that is greater than the Eurocurrency on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to any existing Class of such then-outstanding Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 4 contracts
Sources: Credit Agreement (SelectQuote, Inc.), Credit Agreement (SelectQuote, Inc.), Credit Agreement (SelectQuote, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Refinancing Commitments, as the case may be, of any Class shall be as agreed between the Lead Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loansidentical to any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date Date, shall be consistent with clauses (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken ii) below, as a whole) applicable, and otherwise reasonably satisfactory to the Borrower than the Administrative Agent (except for covenants and events of default of or other provisions (a) conformed (or added) in the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as pursuant to the satisfaction related Refinancing Amendment, in the case of such requirement delivered at least five (5) Business Days prior to the incurrence any Class of such IndebtednessRefinancing Loans and Refinancing Commitments, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive for the benefit of such more restrictive terms the Revolving Credit Lenders or (yb) any such provisions apply applicable only to periods after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any as of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentIncremental Amendment Date). In any event:
(i) [reserved]
(ii) the Incremental Term Refinancing Commitments and Refinancing Loans:
(A) (I) shall have the same or more junior rank pari passu or junior in right of payment and of security with respect to the Term Loans other Obligations as the applicable Refinancing Commitments (and and, to the extent subordinated in right of payment or securitywith respect to the other Obligations, subject to intercreditor arrangements reasonably a Subordination Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such Subordination Agreement, as agreed by the Lead Borrower and Administrative Agent) or other subordination arrangement satisfactory to the Administrative Agent Lead Borrower and the BorrowerAdministrative Agent), (II) no Person other than a Loan Party shall Guarantee or otherwise be an obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be unsecuredsecured by any Lien on any asset other than the Collateral and (IV) shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt,
(B) (I) shall not mature have a final maturity date or commitment reduction date earlier than the Latest Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt and (II) shall not have any mandatory Commitment reductions prior to the maturity date of any Term Loans outstanding at the time of incurrence of such Incremental Term LoansRefinanced Debt,
(C) shall have a Weighted Average Life to provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Commitments (and related outstandings), (2) repayments required upon the Maturity not shorter than the remaining Weighted Average Life to Maturity Date of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) Refinancing Commitments and (e)(i)(C3) above repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(E) below)) of Loans with respect to Refinancing Commitments after the Incremental Term Loans may participate associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date,
(D) may be elected to be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the consent of the Swing Line Lender and each L/C Issuer, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Refinancing Amendment, provided such election may be made conditional upon the termination of one or more other Participating Revolving Credit Commitments,
(E) may provide that the permanent repayment of Revolving Credit Loans in connection with a permanent termination or reduction of Refinancing Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.basis with all other Revolving Credit Commitments,
(iiF) [Reserved].shall provide that assignments and participations of Refinancing Commitments and Refinancing Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Refinancing Facility Closing Date,
(iiiG) the amortization schedule applicable to any Incremental Loans shall have an Applicable Margin and the All-In Yield applicable to the Incremental Term Loans of each Class shall be Benchmark Rate or Base Rate floor (if any) determined by the Borrowers and the applicable Refinancing Lenders,
(H) shall have fees determined by the Lead Borrower and the applicable new Lenders and Refinancing Commitment arranger(s), and
(I) shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on not have a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater principal amount of Commitments than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the principal amount of such excessthe Commitments of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsrefinancing.
Appears in 4 contracts
Sources: Credit Agreement (Trinseo PLC), Credit Agreement (Trinseo PLC), Credit Agreement (Trinseo PLC)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Lead Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loansidentical to any Class of Revolving Credit Commitments, each existing on the Incremental Facility Closing Date Date, shall be consistent with clauses (i) have covenants through (iii) below, as applicable, and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) otherwise reasonably satisfactory to the Borrower than the Administrative Agent (except for covenants and events of default of or other provisions (a) conformed (or added) in the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as pursuant to the satisfaction related Incremental Amendment, in the case of such requirement delivered at least five (5) Business Days prior to the incurrence any Class of such IndebtednessIncremental Loans and Incremental Commitments, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive for the benefit of such more restrictive terms the Revolving Credit Lenders or (yb) any such provisions apply applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Revolving Commitment Increase shall be identical (other than, solely in the case of a Revolving Commitment Increase, with respect to upfront fees, OID or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that similar fees) to the extent any financial maintenance covenant is added for applicable Class of Revolving Credit Commitments being increased, in each case, as existing on the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentFacility Closing Date. In any event:
(i) [reserved].
(ii) the Incremental Term Commitments and Incremental Loans:
(A) (I) shall rank pari passu or junior in right of payment with the Revolving Credit Loans, (II) no Person other than a Loan Party shall provide a Guarantee or otherwise be an obligor with respect to such Incremental Commitments and Incremental Loans, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall rank pari passu in right of security with the Term Revolving Credit Loans (and to available under the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRevolving Credit Commitments,
(B) (I) shall not mature have a final scheduled maturity date or commitment reduction date earlier than the Latest Maturity Date of with respect to the Revolving Credit Commitments and (II) shall not have any Term Loans outstanding at scheduled amortization or mandatory commitment reduction prior to the time of incurrence of such Incremental Term LoansMaturity Date with respect to the Revolving Credit Commitments,
(C) shall have a Weighted Average Life to provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Commitments (and related outstandings), (2) repayments required upon the Maturity not shorter than the remaining Weighted Average Life to Maturity Date of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) Incremental Commitments and (e)(i)(C3) above and clause (e)(iii) below, amortization determined by the Borrower repayment made in connection with a permanent repayment and the applicable Incremental Term Lenders, and
termination or reduction of commitments (in accordance with clause (E) below)) of Loans with respect to Incremental Commitments after the associated Incremental Term Loans may participate Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Incremental Facility Closing Date,
(D) may be elected to be included as additional Participating Revolving Credit Commitments under the Incremental Amendment (or in the case of any Revolving Commitment Increase to an existing Class of Participating Revolving Credit Commitments, shall be included), subject to (other than in the case of a Revolving Commitment Increase) the consent of the Swing Line Lender and each L/C Issuer, and on the Incremental Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Incremental Amendment, provided, such election may be made conditional upon the maturity of one or more other Participating Revolving Credit Commitments, provided, further, that in connection with such election the Swing Line Lender or the L/C Issuers may, in their sole discretion and with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), agree in the applicable Incremental Amendment to increase the Swing Line Sublimit or the Letter of Credit Sublimit so long as such increase does not exceed the amount of the additional Participating Revolving Credit Commitments,
(E) may provide that the permanent repayment of Revolving Credit Loans in connection with or permanent reduction or termination of, Incremental Commitments after the associated Incremental Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basisbasis with all other Revolving Credit Commitments,
(F) in any voluntary or mandatory prepayments shall provide that assignments and participations of Term Incremental Commitments and Incremental Loans hereunder, as specified in shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Incremental Facility Closing Date,
(G) shall have an Applicable Margin determined by the Borrowers and the applicable Incremental Amendment.Lenders; provided that the Applicable Margin for a Revolving Commitment Increase shall be (x) the Applicable Margin for the Class being increased or (y) higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, and
(iiH) [Reserved]shall have fees determined by the Lead Borrower and the applicable Incremental Commitment arranger(s).
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Lead Borrower and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 4 contracts
Sources: Credit Agreement (Trinseo PLC), Credit Agreement (Trinseo PLC), Credit Agreement (Trinseo PLC)
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the identical to any Class of Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date Date, shall be consistent with clauses (i)(A)-(G) below, as applicable and (i) have covenants reflect market terms and events of default that in the good faith determination of the Borrower are not materially less favorable conditions (when taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (ii) otherwise reasonably satisfactory to the Borrower than the Refinancing Arranger (except for covenants and events of default of or other provisions (i) conformed (or added) in the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as pursuant to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtednessrelated Refinancing Amendment, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) in the Lenders case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans receive and Refinancing Revolving Credit Commitments, for the benefit of such more restrictive terms the Revolving Credit Lenders or (y) any such provisions apply applicable only to periods after the Latest Maturity Date or shall otherwise as of the Refinancing Facility Closing Date) which may be reasonably satisfactory to Administrative Agent (it being understood that to added without the extent any financial maintenance covenant is added for the benefit consent of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agentother party. In any event:
, (i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu or junior in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRefinanced Debt,
(B) as of the Refinancing Facility Closing Date, shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans)Refinanced Debt,
(DC) shall have an Applicable Rateinterest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clauses clause (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders, and,
(ED) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be have fees determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; providedRefinancing Arrangers,
(1) may participate on a pro rata basis, howeverless than pro rata basis or greater than pro rata basis (except that, that with respect unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each earlier maturing Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if ) in any Incremental mandatory prepayments of Term Loans include and (2) may participate on a Eurocurrency pro rata basis, less than pro rata basis or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to pro rata basis in any existing Class voluntary prepayment of Term Loans,
(F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, such differential between interest rate floors fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and
(G) shall be included rank pari passu in the calculation right of All-In Yield for purposes of this clause payment and security (iii) but only without regard to the extent an increase in control of remedies) with the Eurocurrency or Base Rate Floor applicable to other Obligations under this Agreement, shall not at any time be guaranteed by any Subsidiary of the existing Term Loans would cause an increase in the interest rate then in effect thereunderBorrower other than Subsidiaries that are Guarantors, and the obligations in such case respect thereof shall not be secured by any property or assets of the Eurocurrency and Base Rate floors (but not Borrower or any Restricted Subsidiary other than the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.Collateral; and
Appears in 4 contracts
Sources: Incremental Loan Assumption Agreement (Altice USA, Inc.), Refinancing Amendment to Credit Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to the Administrative Agent Agent; provided that in the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase of any Class of Revolving Credit Commitments, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase shall be identical (it being understood that other than with respect to upfront fees, OID or similar fees) to the extent any financial maintenance covenant is added for applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentFacility Closing Date. In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Revolving Credit Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredTerm Loans,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date of with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any Term Loans outstanding at the time of incurrence of such extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature earlier than the Maturity Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof),
(C) (i) with respect to Incremental Term A Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term A Loans on the date of incurrence of such Incremental Term A Loans (without giving effect except by virtue of amortization or prepayment of the Term A Loans prior to prior prepayments that would otherwise modify the time of such incurrence) and (ii) with respect to Incremental Term B Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansB Loans on the date of incurrence of such Incremental Term B Loans (except by virtue of amortization or prepayment of the Term B Loans prior to the time of such incurrence),
(D) shall have an Applicable RateRate and, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis, except as expressly provided herein) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) shall not mature earlier than the Maturity Date with respect to the Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof),
(C) [Reserved],
(D) shall be subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exists Incremental Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the U.S. Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(m) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(E) shall provide that the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments existing on the Incremental Facility Closing Date, except that the Parent Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(F) shall provide that assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Incremental Facility Closing Date,
(G) shall provide that any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Credit Commitments under a Revolving Credit Facility hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than nine (9) different Maturity Dates unless otherwise agreed to by the Administrative Agent; and
(H) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit Lenders.
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Parent Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Loan B Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term B Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Term Loans, as applicable, by more than B Loans established on the Effective Date plus 50 basis points per annum (the amount of such excess, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to each Class of the Term Loans, shall be B Loans established on the Effective Date is increased by so as to cause the then applicable All-In Yield Differential; provided, further that, if any under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans include minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of a Eurocurrency Rate or Base Rate floor that is greater than the on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate or Base Rate floor applicable to any existing Class of such Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsB Loan.
Appears in 4 contracts
Sources: Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Quintiles IMS Holdings, Inc.), Credit Agreement (Quintiles IMS Holdings, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, in the case of Incremental Term Loans and Incremental Term Commitments, to the extent not consistent with the Initial Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date at the time of incurrence of such Incremental Term Commitment or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is more restrictive terms are added for the benefit of any such Incremental Term Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is more restrictive terms are also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and or of security with the Initial Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the BorrowerAgent), or shall be unsecured,
(B) other than (i) Customary Term A Loans, or (ii) as provided for in clause (e)(iii) below, shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) other than Customary Term A Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of any Term Loans outstanding at the Initial time of incurrence of such Incremental Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved]the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be substantially consistent with those applicable to any existing Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans or, including with respect to the initial Incremental Revolving Credit Commitments, otherwise reasonably acceptable to the Administrative Agent (it being understood and agreed that any terms that are consistent with any existing Term Loans shall be deemed reasonably acceptable).
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan CommitmentsCommitments (other than with respect to any Incremental Term Facility up to an amount not to exceed $200,000,000 (the “MFN Trigger Amount”), in each case case, that are secured by the Collateral on a pari passu basisbasis with the Initial Term Loans, established on or prior to the date that is 12 months after the Closing Date and with a maturity date that is less than 12 months after the then Latest Maturity Date of the Initial Term Loans, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such Initial Term Loans, as applicable, Loans by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of the Initial Term Loans, Loans shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of the Initial Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate, unless the Borrower otherwise elects in its sole discretion) applicable to the existing Initial Term Loans shall be increased to the extent of such differential between interest rate floorsfloors (this proviso, the “MFN Protection”).
Appears in 4 contracts
Sources: Credit Agreement (iHeartMedia, Inc.), Credit Agreement, Credit Agreement (iHeartMedia, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with (or more favorable, taken as a whole, to the Parent Borrower and its Restricted Subsidiaries than) the Closing Date Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date with respect to the Closing Date Term Loans or Revolving Credit Commitments, as applicable, that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such (A) Incremental CommitmentTerm Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any corresponding existing Facility, of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and (ii) shall otherwise be reasonably satisfactory to Administrative Agentis remaining outstanding after the effectiveness of such Incremental Amendment). In any event:
(i) the Incremental Term Loans:
(A) shall rank either be (x) secured by the Collateral on a pari passu or junior in right of payment and of security lien basis with the Term Loans First Lien Obligations under this Agreement or (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be y) unsecured,
(B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Closing Date Term Loans,
(C) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Closing Date Term Loans),
(D) subject to clause (e)(iii) below, shall have an Applicable Rate, Rate and All-In Yield determined by the Parent Borrower and the applicable Incremental Term Lenders and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowabove, shall have amortization determined by the Parent Borrower and the applicable Incremental Term Lenders, in each case, as set forth in the applicable Incremental Amendment, and
(E) (x) with respect to voluntary prepayments of Term Loans hereunder, the Incremental Term Loans may participate on a pro rata basis or less than or greater than pro rata basis with respect to the Closing Date Term Loans, including as may be specified in the applicable Incremental Amendment and (y) with respect to mandatory prepayments of Term Loans hereunder, the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of with respect to the Closing Date Term Loans hereunderLoans, including as may be specified in the applicable Incremental Amendment.; provided that, notwithstanding the foregoing, (I) with respect to this clause (y), the Borrowers shall be permitted to allocate mandatory prepayments to any Class of Term Loans on a greater than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class, and (II) this clause (y) shall not apply to mandatory prepayments made pursuant to Section 2.05(b)(iv) on account of Indebtedness incurred under Section 7.03(t);
(ii) [Reserved].the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans:
(A) shall either be (x) secured by the Collateral on a pari passu or junior lien basis with the First Lien Obligations under this Agreement or (y) unsecured,
(B) shall not mature or provide for mandatory commitment reductions earlier than the Maturity Date of the Revolving Credit Commitments,
(C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments, (3) repayments made in connection with any refinancing of Incremental Revolving Credit Commitments, and (4) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(D) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Incremental Revolving Credit Commitments with a longer maturity date, shall provide that all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(E) shall provide that the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis with all other Revolving Credit Commitments existing on the Incremental Facility Closing Date, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class or in connection with any refinancing thereof,
(F) shall provide that assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Incremental Facility Closing Date,
(G) shall provide that any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date,
(H) shall have an Applicable Rate and All-In Yield determined by the Parent Borrower and the applicable Incremental Revolving Credit Lenders; and
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, Loans (other than in each case respect of up to $750,000,000 (the “MFN Trigger Amount”) in an aggregate principal amount of Incremental Term Loans as designated in writing by the Parent Borrower to the Administrative Agent) that are secured by the Collateral on a pari passu basiswith the First Lien Obligations under this Agreement and established on or prior to the date that is 12 months after the Closing Date, if the All-In Yield applicable to such Incremental Term Loans shall be greater than exceed the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Closing Date Term Loans, as applicable, Loans by more than 50 75 basis points per annum (the amount of such excessexcess above 75 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of such Closing Date Term Loans, Loans shall be increased by the applicable Yield DifferentialDifferential (the “MFN Protection”); provided, further that, (A) if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of the Closing Date Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor floor applicable to the existing Closing Date Term Loans would cause an increase in the interest rate then in effect thereunder, and (B) any increase in such case the All-In Yield on the Closing Date Term Loans due to the application of a Eurocurrency and or Base Rate floors floor on any Incremental Term Loan shall be effected solely through an increase in (but not or implementation of, as applicable) the Applicable Rate) Eurodollar or Base Rate floor applicable to the existing such Closing Date Term Loans shall be increased to (unless the extent of such differential between interest rate floors.Parent Borrower otherwise elects in its sole discretion);
Appears in 4 contracts
Sources: Credit Agreement (PF2 SpinCo, Inc.), Credit Agreement (PF2 SpinCo LLC), Credit Agreement (Change Healthcare Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the applicable Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date Date, shall (ix) have covenants reflect market terms and events of default that in the good faith determination of the Borrower are not materially less favorable conditions (when taken as a whole) to at the Borrower than the covenants and events time of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of Indebtedness (as determined by the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5faith) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or otherwise market prevailing terms at such time; provided that in the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase of any Class of Revolving Credit Commitments, the Lenders terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentIncremental Facility Closing Date. In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Revolving Credit Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredTerm Loans,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date of with respect to the Term A Loans made on the Effective Date (prior to giving effect to any Term Loans outstanding at the time of incurrence of such extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature earlier than the Maturity Date with respect to the Term B Loans made on the Third Restatement Effective Date (prior to giving effect to any extensions thereof),
(C) (i) with respect to Incremental Term A Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term A Loans on the date of incurrence of such Incremental Term A Loans (without giving effect except by virtue of amortization or prepayment of the Term A Loans prior to prior prepayments that would otherwise modify the time of such incurrence) and (ii) with respect to Incremental Term B Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansB Loans on the date of incurrence of such Incremental Term B Loans (except by virtue of amortization or prepayment of the Term B Loans prior to the time of such incurrence),
(D) shall have an Applicable RateRate and, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the applicable Borrower and the applicable Incremental Term Lenders, and,
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis, except as expressly provided herein) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment,
(F) made to the Swiss Subsidiary Borrower shall not exceed an aggregate Dollar Equivalent of $400,000,000, and
(G) except to the extent provided in the immediately preceding clause (F), may not be borrowed by any Loan Party or any Restricted Subsidiary thereof other than the Parent Borrower and/or the U.S. Borrower.
(ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) shall not mature earlier than the Maturity Date with respect to the Revolving Credit Facilities in effect on the Effective Date (prior to giving effect to any extensions thereof),
(C) [Reservedreserved],
(D) shall be subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exists Incremental Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the U.S. Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(m) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(E) shall provide that the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments existing on the Incremental Facility Closing Date, except that the applicable Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(F) shall provide that assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Incremental Facility Closing Date,
(G) shall provide that any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Credit Commitments under a Revolving Credit Facility hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than nine (9) different Maturity Dates unless otherwise agreed to by the Administrative Agent,
(H) shall have an Applicable Rate determined by the applicable Borrower and the applicable Incremental Revolving Credit Lenders, and
(I) may be borrowed by the Parent Borrower or the U.S. Borrower.
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the applicable Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Loan B Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term B Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Term Loans, as applicable, by more than B Loans established on the Third Restatement Effective Date plus 50 basis points per annum (the amount of such excess, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to each Class of the Term Loans, shall be B Loans established on the Third Restatement Effective Date is increased by so as to cause the then applicable All-In Yield Differential; provided, further that, if any under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans include minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of a Eurocurrency Rate or Base Rate floor that is greater than the on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate or Base Rate floor applicable to any existing Class of such Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsB Loan.
Appears in 4 contracts
Sources: Fifth Amended and Restated Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Iqvia Holdings Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial Term Loans, Initial Term B-1 Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such (A) Incremental CommitmentTerm Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any corresponding existing Facility, of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and (ii) shall otherwise be reasonably satisfactory to Administrative Agentis remaining outstanding after the effectiveness of such Incremental Amendment). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and subject to the extent subordinated in right of payment or securityPermitted Earlier Maturity Indebtedness Exception, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the Latest Maturity Date of any the Initial Term Loans outstanding at or the time of incurrence of such Incremental Initial Term B-1 Loans,
(CB) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of or the Initial Term B-1 Loans),
(DC) shall have an Applicable Rate, and subject to clauses (e)(i)(B(e)(i)(A) and (e)(i)(C(e)(i)(B) above and clause (e)(iii(e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(ED) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class;
(ii) [Reserved].the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under (other than in respect of up to $415,000,000 (the “MFN Trigger Amount”) in an aggregate principal amount of Incremental Term Loan CommitmentsLoans as designated in writing by the Borrower to the Administrative Agent) under any Incremental Term Commitments with a maturity date prior to the date that is 24 months after the Maturity Date of the Initial Term Loans, in each case that are secured on a pari passu basisbasis with the Initial Term Loans and established on or prior to the date that is 12 months after the Closing Date, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such Initial Term Loans, as applicable, Loans by more than 50 75 basis points per annum (the amount of such excessexcess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the Initial Terms Loans plus 75 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, with the Eurocurrency Rate or Base Rate floor) with respect to each Class of the Initial Term Loans, the First Incremental Term Loans and the Second Incremental Term Loans shall be increased by the applicable Yield Differential; providedDifferential (this proviso, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors“MFN Protection”).
Appears in 3 contracts
Sources: Credit Agreement (Alight, Inc. / Delaware), Credit Agreement (Alight, Inc. / Delaware), Credit Agreement (Alight, Inc. / Delaware)
Required Terms. The termsterms and provisions of Loans made pursuant to Additional Commitments shall be, provisions and documentation as set forth in the applicable Increase Joinder, provided, however, that:
(i) the maturity date of the Incremental Term Loans and Incremental Term Commitments, as made pursuant to the case may be, of any Class Additional Commitments shall not be earlier than the Original Loan Maturity Date;
(ii) the Applicable Margins for the Loans made pursuant to the Additional Commitments shall be as agreed between determined by the Lead Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and Additional Commitment Lenders;
(iii) except as otherwise set forth herein, to the extent not consistent with the Term Loans, each existing on the Incremental Facility Closing Date in clauses (i) and (ii) above and clause (iv) below, the Loans pursuant to the Additional Commitments shall have covenants the same terms (including, for the avoidance of doubt, the guarantees and events of default that security) as the Loans pursuant to the original Commitments; and
(iv) The Additional Commitments may be in the good faith determination form of a separate “first-in, last-out” or “last-out” tranche (the Borrower are “FILO Tranche”) with interest rate margins, rate floors, upfront fees, funding discounts, advance rates (so long as such advance rates, when combined with the aggregate advance rates set forth in the definition of “Borrowing Base”, do not materially less favorable exceed 100%), premiums, unused fees, original issue discounts and eligibility criteria (when taken as a whole) which eligibility criteria may be different from the eligibility criteria with respect to the Borrower Borrowing Base applicable to the ABL Facility (other than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (DFILO Tranche)), shall be conclusive unless in each case reasonably satisfactory to the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) and the Lenders of providing the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent FILO Tranche (it being understood that to the extent that any financial maintenance covenant is added for the benefit of any such Incremental CommitmentFILO Tranche, no consent shall be required from the Administrative Agent or any of the Lenders Lender to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing the ABL Facility), and other terms to be agreed upon among the Borrowers and the Lenders providing the FILO Tranche so long as (ii1) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) loans and related obligations in respect of the Incremental Term Loans:
(A) FILO Tranche are not guaranteed by any Person other than the Loan Parties and shall rank pari passu or junior equal (or, at the option of the applicable Borrower, junior) in right of payment and of security with the Term Loans (and priority to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to Collateral Agent’s Liens; (2) as between (x) the Administrative Agent and the Borrower), or shall be unsecured
ABL Facility (B) shall not mature earlier other than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(BFILO Tranche) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(Ey) the Incremental Term Loans FILO Tranche, all proceeds from the liquidation or other realization of the Collateral shall be applied, first to repay the obligations owing under, or with respect to, the ABL Facility (other than the FILO Tranche) and second to repay the obligations owing under, or with respect to, the FILO Tranche (it being understood such liquidation or other realization may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in be applied to repay the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable FILO Tranche prior to any Incremental Bank Products or Cash Management Services that do not constitute Reserved Swap Obligations); (3) no Borrower may prepay Loans under the FILO Tranche or terminate or reduce the commitments in respect thereof at any time that other Loans (including Swing Line Loans) are outstanding (except that such FILO tranche may be prepayable if the Payment Conditions are met); and (4) no changes affecting the Allpriority status of the ABL Facility (other than the FILO Tranche) vis-In Yield applicable to à-vis the Incremental Term Loans FILO Tranche may be made without the consent of each Class shall be determined by of the Borrower and Lenders under the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater ABL Facility (other than the applicable All-In Yield payable pursuant to FILO Tranche) and no changes affecting any other term or condition of the terms of this Agreement as amended through ABL Facility (other than the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”FILO Tranche) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor Lender that is greater not an Additional Commitment Lender vis-à-vis the FILO Tranche may be made without the consent of the Applicable Lenders under the ABL Facility (other than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsFILO Tranche).
Appears in 3 contracts
Sources: Asset Based Revolving Credit Agreement (Nextier Oilfield Solutions Inc.), Asset Based Revolving Credit Agreement (Nextier Oilfield Solutions Inc.), Asset Based Revolving Credit Agreement (King Merger Sub II LLC)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between among the Borrower Borrower, the Administrative Agent and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, each existing on the Incremental Facility Closing Date . In any event:
(i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as any Incremental Commitments with respect to a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material Revolving Commitment Increase shall be on terms and conditions identical to the Aggregate Revolving Commitments;
(ii) any Incremental Term Loan Commitments with respect to any new Class of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such Incremental Term Loan shall be on terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent and may include customary amortization and mandatory prepayments (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such new Class of Incremental CommitmentTerm Loan (and the Incremental Term Loan Commitments with respect thereto), no consent for such financial maintenance covenant shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of the existing credit facilities hereunder); provided, that, any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the new Class of Incremental Term Loans:
Loan shall (AA)(1) shall rank pari passu or junior in right of payment and of security with the Term Loans Revolving Credit Facility and (and to 2) have no obligors other than the extent subordinated in right of payment or securityLoan Parties, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the Latest latest Maturity Date of any Term Loans outstanding the Revolving Credit Facility at the time of incurrence of such Incremental Term Loans,
Loan, (C) shall other than customary amortization, have a Weighted Average Life to Maturity not shorter than the then-remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
Revolving Credit Facility and (D) shall subject to clauses (B) and (C) of the proviso to this Section 2.16(e)(ii) set forth above, have an Applicable Rate, fees, customary amortization and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization customary mandatory prepayments determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to providing such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsLoan.
Appears in 3 contracts
Sources: Credit Agreement (Docusign, Inc.), Credit Agreement (Docusign, Inc.), Credit Agreement (Docusign, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Revolving Loans and Incremental Term Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Revolving Credit Lenders providing such Incremental Revolving Credit Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term Loans, each Revolving Credit Commitments existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term Revolving Credit Commitments and Incremental Revolving Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than as set forth in Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall (x) rank pari passu or junior in right of payment and of security with and (y) have the Term Loans (and to same Guarantees as, the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRevolving Credit Loans,
(B) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall not mature earlier than require no scheduled amortization or mandatory commitment reduction prior to the Latest Maturity Date of any Term Loans outstanding at for the time of incurrence of such Incremental Term Loansexisting Revolving Credit Commitments,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Initial Term Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans (without giving effect with respect to prior prepayments that would otherwise modify Incremental Revolving Credit Commitments after the Weighted Average Life to Maturity of associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Initial Term Loans)Incremental Facility Closing Date,
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(Bthe provisions of Sections 2.03(m) and (e)(i)(C2.04(g) above to the extent dealing with Swing Line Loans and clause (e)(iii) belowLetters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, amortization determined by the Borrower all Swing Line Loans and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(m) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or less issued),
(E) permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than pro rata basis as compared to any other Class with a later maturity date than such Class,
(but not F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(G) any Incremental Revolving Credit Commitments may constitute a greater than pro rata basis) in any voluntary separate Class or mandatory prepayments of Term Loans hereunderClasses, as specified in the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental AmendmentFacility Closing Date; provided at no time shall there be Revolving Credit Commitments hereunder (including Incremental Revolving Credit Commitments, any original Revolving Credit Commitments and Extended Revolving Credit Commitments) which have more than four (4) different Maturity Dates.
(H) For the avoidance of doubt, all Incremental Revolving Credit Commitments shall be effectuated under the Loan Documents and the Administrative Agent shall be the sole administrative agent and collateral agent therefor.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans Revolving Credit Commitments of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Loan Revolving Credit Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans Revolving Credit Commitments shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term outstanding Revolving Credit Commitments, as applicable, plus 50 basis points per annum unless the Applicable Rate with respect to the Revolving Credit Commitments is increased so as to cause the then applicable All-In Yield under this Agreement on each outstanding Class of Revolving Credit Commitments to equal the All-In Yield then applicable to the Incremental Revolving Loans, as applicable, by more than minus 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorspoints.
Appears in 3 contracts
Sources: Abl Credit Agreement (Prestige Consumer Healthcare Inc.), Abl Credit Agreement (Prestige Brands Holdings, Inc.), Abl Credit Agreement (Prestige Brands Holdings, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Lead Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the identical to any Class of Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date Date, shall be consistent with clauses (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken ii) below, as a whole) applicable, and otherwise reasonably satisfactory to the Borrower than the Administrative Agent (except for covenants and events of default of or other provisions (a) conformed (or added) in the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as pursuant to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtednessrelated Refinancing Amendment, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) in the Lenders case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Credit Loans receive and Refinancing Revolving Credit Commitments, for the benefit of such more restrictive terms the Revolving Credit Lenders or (yb) any such provisions apply applicable only to periods after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any as of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentIncremental Amendment Date). In any event:
(i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu or junior in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRefinanced Debt,
(B) as of the Refinancing Facility Closing Date, shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans)Refinanced Debt,
(DC) shall have an Applicable RateMargin and LIBO Rate or Base Rate floor (if any), and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders, and,
(D) shall have fees determined by the Lead Borrower and the applicable Refinancing Term Loan arranger(s),
(E) the Incremental Term Loans may participate on (I) a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iii)(x) and Section 2.05(b)(v)(A)(y)) in any voluntary or mandatory prepayments of Term Loans hereunder; provided that, any such Refinancing Term Loans that are junior in right of payment or security with respect to the Term B Loans may only participate in any such mandatory prepayments on a junior basis to the Term B Loans and any then-existing Term Loans that are pari passu in right of payment and security with the Term B Loans,
(F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and
(G) (I) shall rank either pari passu or junior in right of payment with respect to the other Obligations as the applicable Refinanced Debt, (II) no Person other than a Loan Party shall Guarantee or otherwise be obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall have either a pari passu or junior rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of payment or security with respect to the other Obligations, subject to a Subordination Agreement, as specified applicable (or, alternatively, terms in the applicable Incremental Amendment.Refinancing Amendment substantially similar to those in such Subordination Agreement, as agreed by the Lead Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Administrative Agent); and
(ii) [Reserved].the Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans:
(iiiA) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinancing Revolving Credit Commitments (and, to the extent subordinated in right of payment with respect to the other Obligations, subject to a Subordination Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such Subordination Agreement, as agreed by the Lead Borrower and Administrative Agent) or other subordination arrangement satisfactory to the Lead Borrower and the Administrative Agent), (II) no Person other than a Loan Party shall Guarantee or otherwise be obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt,
(B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt and (II) shall not have any scheduled amortization schedule or mandatory Commitment reductions prior to the maturity date of the Refinanced Debt,
(C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date,
(D) may be elected to be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the consent of the Swing Line Lender and each L/C Issuer, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Refinancing Amendment, provided such election may be made conditional upon the termination of one or more other Participating Revolving Credit Commitments,
(E) may provide that the permanent repayment of Revolving Credit Loans in connection with a permanent termination or reduction of Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments,
(F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to any Incremental Revolving Credit Commitments and Revolving Credit Loans then existing on the Refinancing Facility Closing Date,
(G) shall have an Applicable Margin and the All-In Yield applicable to the Incremental Term Loans of each Class shall be LIBO Rate or Base Rate floor (if any) determined by the Borrower and the applicable new Lenders Refinancing Revolving Credit Lenders,
(H) shall have fees determined by the Lead Borrower and the applicable Refinancing Revolving Credit Commitment arranger(s), and
(I) shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on not have a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater principal amount of Commitments than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the principal amount of such excessthe Commitments of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsrefinancing.
Appears in 3 contracts
Sources: Credit Agreement (Trinseo S.A.), Credit Agreement (Trinseo S.A.), Credit Agreement (Trinseo S.A.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not consistent with the identical to any class of Incremental Term Loans, Loans each existing on the Incremental Facility Closing Date Date, shall be consistent with clauses (i) have covenants through (iii) below, as applicable, and events of default that in the good faith determination of the Borrower are not materially less favorable otherwise shall be (when taken as a whole) no more favorable to the Borrower Incremental Lenders than those applicable to the covenants and events of default of Facility, except to the extent such terms, (I) are conformed (or added) in the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as pursuant to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added related Incremental Amendment for the benefit of any such Incremental Commitmentthe Facility, no consent shall be required from as determined solely by the Administrative Agent and the Borrower or any (II) are applicable only to periods after the Maturity Date as of the Lenders Incremental Amendment Date; provided that in the case of an Incremental Term Loan Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Incremental Term Loan Increase shall be identical (other than with respect to upfront fees, original issue discount or similar fees) to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for applicable class of Incremental Term Loans as existing on the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentIncremental Facility Closing Date. In any event:
(i) the Incremental Term Loans:
(A) (I) shall rank pari passu or junior in right of payment and of security with the Term Obligations under Loans (and to the extent subordinated that are senior in right of payment or securityand (II) if secured, shall be secured by the Collateral and shall rank junior in right of security to the Obligations (and subject to intercreditor arrangements reasonably satisfactory a customary subordination agreement (if subject to payment subordination)) and shall be subject to the Administrative Agent and the Borrower), or shall be unsecuredABL Intercreditor Agreement,
(B) as of the Incremental Amendment Date, such Incremental Term Loans shall not mature have a final scheduled maturity date earlier than the Latest Maturity Date of any Term Loans all then outstanding at the time of incurrence of such Incremental Term Loans,
(C) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Rate and amortization for an Incremental Term Loan Increase shall be (x) the Applicable Rate and amortization for the class being increased or (y) in the case of the Applicable Rate, andhigher than the Applicable Rate for the class being increased as long as the Applicable Rate for the class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,
(E) the Incremental Term Loans may participate on a pro rata basis shall have currency, original issue discount or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be fees determined by the Borrower and the applicable new Lenders Incremental Term Loan arranger(s) and/or lender(s), and
(F) if secured, shall not be secured by Liens or any assets that do not otherwise secure the Term Facility, and if guaranteed, shall not be guaranteed by, or otherwise be obligations of, any Person that is not otherwise the Borrower or a Guarantor,
(ii) if the Incremental Arranger is not the Administrative Agent, the actions authorized to be taken by the Incremental Arranger herein shall be set forth done in each applicable Incremental Amendment; providedconsultation with the Administrative Agent and, however, that with respect to the preparation of any Loans under Incremental Term documentation necessary or appropriate to carry out the provisions of this Section 2.16 (including amendments to this Agreement and the other Loan CommitmentsDocuments), in each case that are secured on a pari passu basis, if the All-In Yield applicable any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein; and
(iii) The Borrower will use the net proceeds of the Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of for working capital, general corporate purposes and any other purposes not prohibited by this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsAgreement.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (Nn Inc), Term Loan Credit Agreement (Nn Inc), Term Loan Credit Agreement (Nn Inc)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental CommitmentTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Revolving Credit Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredTerm Loans,
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Latest Maturity Date of any Revolving Credit Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments,
(C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(D) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(E) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(G) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case Commitments made on or prior to the date that are secured on a pari passu basisis 18 months after the Closing Date, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, Loans of any Class denominated in the same currency as applicable, such Incremental Term Loans by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each such Class of Term Loans, Loans denominated in such currency shall be increased by the applicable Yield Differential; provided, further further, that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 3 contracts
Sources: Credit Agreement (Gates Industrial Corp PLC), Credit Agreement (Gates Industrial Corp PLC), Credit Agreement (Gates Industrial Corp PLC)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Closing Date Term LoansLoans or Closing Date Revolving Facility, each as applicable, existing on the Incremental Facility Closing Date (i) have covenants and events of default that in Date, shall either, at the good faith determination option of the Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower are in good faith), (B) be not materially less favorable more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except in the case of clauses (A) and (B) to the Borrower than the extent necessary to provide for (x) covenants and events of default of other terms applicable to any period after the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days Latest Maturity Date in effect immediately prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Incremental Term Loans receive and Incremental Term Commitments or the benefit of such more restrictive terms Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, (i) if any such provisions apply after terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Revolving Facility and (ii) if any such terms of any Incremental Term Loans and Incremental Term Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Term Loan Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Term Loan Facility or (C) if neither clause (A) or (B) are satisfied, such terms, provisions and documentation shall otherwise be reasonably satisfactory to the Administrative Agent Agent; provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall applicable existing Lenders and additional upfront or similar fees may be required from the Administrative Agent or any of the Lenders payable to the extent that such financial maintenance covenant (together with any related “equity cure” provisionslenders providing the Loan Increase) is also added for to the benefit of any corresponding applicable Term Loans or Revolving Commitments being increased, in each case, as existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agenton the Incremental Facility Closing Date. In any event:
(ia) the Incremental Term Loans:
(Ai) shall rank pari passu or junior equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the Term Loans First Lien Obligations under this Agreement (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements an Intercreditor Agreement(s) reasonably satisfactory acceptable to the Administrative Agent and the Borrower)) or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above; provided that any such Incremental Term Loans that rank junior in priority of right of security with the First Lien Obligations under this Agreement or that are unsecured shall be unsecuredincurred as Permitted Incremental Equivalent Debt,
(Bii) shall not mature earlier than the Latest Original Term Loan Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term LoansDate,
(Ciii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Closing Date Term Loans (without giving effect to prior prepayments that would otherwise modify on the Weighted Average Life to Maturity date of the Initial incurrence of such Incremental Term Loans); provided that the effects of any amortization or prepayments made on the Closing Date Term Loans prior to the date of such incurrence will be disregarded,
(Div) shall have an Applicable Rate, and subject to clauses clause (e)(i)(B) and (e)(i)(C5)(a)(iii) above and clause (e)(iii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders,
(v) may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement, such Incremental Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (d)(i)), as specified in the applicable Incremental Amendment,
(vi) shall be denominated in a currency as determined by the Borrower and the applicable Incremental Term Lenders, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and
(Evii) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors.
(b) the Incremental Term Revolving Commitments and Incremental Revolving Loans:
(i) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above provided that any such Incremental Revolving Commitments and Incremental Revolving Loans that rank junior in priority of right of security with the First Lien Obligations under this Agreement or that are unsecured shall be incurred as Permitted Incremental Equivalent Debt,
(ii) shall not mature earlier than the Original Revolving Facility Maturity Date, and shall not be subject to amortization,
(iii) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Commitments (and related outstanding Incremental Revolving Loans), (2) repayments required upon the Maturity Date of any Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments (subject to clause (v) below)) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date,
(iv) subject to the provisions of Section 2.03(13) in connection with Letters of Credit which mature or expire after a Maturity Date at any time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall provide that all Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(13), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued),
(v) shall provide that the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date may participate be made on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis) with all other Revolving Commitments existing on such Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any voluntary such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or mandatory prepayments in connection with any refinancing thereof,
(vi) shall provide that assignments and participations of Term Incremental Revolving Commitments and Incremental Revolving Loans hereundershall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Incremental Facility Closing Date,
(vii) shall provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as specified in the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Administrative Agent,
(viii) shall have an Applicable Rate determined by the Borrower and the applicable Incremental AmendmentRevolving Lenders,
(ix) shall be denominated in a currency as determined by the Borrower and the applicable Incremental Revolving Lenders, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and
(x) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors.
(ii) [Reserved].
(iiic) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any syndicated Incremental Term Loans made under Incremental Term Commitments incurred on or prior to the first anniversary of the Closing Date pursuant to clause (B) of the Available Incremental Amount that rank equal in priority of right of security with the First Lien Obligations under this Agreement (but without regard to the control of remedies) and that mature within one (1) year following the Original Term Loan CommitmentsMaturity Date, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Closing Date Term Loans, as applicable, by more than 50 plus 75 basis points per annum (unless the amount of such excess, the “Yield Differential”) then the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency LIBO Rate or Base Rate floor) with respect to each Class of the Closing Date Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Closing Date Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans, shall be increased by minus 75 basis points per annum; provided that any increase in All-In Yield on the applicable Yield Differential; provided, further that, if any Incremental Closing Date Term Loans include due to the application of a Eurocurrency LIBO Rate or Base Rate floor that is greater than on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurocurrency LIBO Rate or Base Rate floor applicable to any existing Class of such Closing Date Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 3 contracts
Sources: Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc)
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Term Lenders providing such Incremental Refinancing Term Commitments, and except as otherwise set forth herein, to the extent not consistent with the substantially identical to any Class of Term Loans, each Loans existing on the Incremental Facility Refinancing Closing Date Date, shall be consistent with clauses (i) have covenants or (ii) below, as applicable, and events of default that in the good faith determination of the Borrower are not materially less favorable otherwise shall be (when taken as a whole) not materially more favorable (as reasonably determined by the Borrower and conclusively evidenced by a certificate of the Borrower) to the Borrower Refinancing Term Lenders than the covenants and events of default of the Loan Documents those applicable to such Class (when taken as a whole) being refinanced (provided that a certificate except for (1) covenants or other provisions applicable only to periods after the Maturity Date (as of the Borrower as applicable Refinancing Closing Date) of such Class being refinanced, (2) pricing, fees, rate floors, optional prepayment, redemption terms and (3) subject to the satisfaction of such requirement delivered at least five (5) Business Days prior immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant); provided that, notwithstanding anything to the incurrence of contrary herein, if any such Indebtednessterms, together with a reasonably detailed description provisions and documentation of the material terms Refinancing Term Loans and conditions of Refinancing Term Commitments contains a Previously Absent Financial Maintenance Covenant, such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), Previously Absent Financial Maintenance Covenant shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added included for the benefit of any each other Loan or Commitment of such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentClass. In any event:
(i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Closing Date, shall rank pari passu or junior in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRefinanced Debt,
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Refinanced Debt on the date of incurrence of such Refinancing Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity except by virtue of amortization or prepayment of the Initial Term LoansRefinanced Debt prior to the time of such incurrence),
(DC) shall have an Applicable RateMargin and, and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders, and,
(D) shall not be subject to any guarantee by any Person other than a Credit Party and shall not include any borrower other than the Borrower hereunder,
(E) in the Incremental case of any Refinancing Term Loans secured on a pari passu basis with the Initial Term Loans, may provide for the ability to participate on a pro rata basis basis, or on a less than pro rata basis (but not on a greater than pro rata basis) ), in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Refinancing Amendment, and
(F) (I) shall rank pari passu in right of payment with the Obligations under the then existing Term Loans and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (Concordia International Corp.), Credit and Guaranty Agreement (Concordia International Corp.), Credit and Guaranty Agreement
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the identical to any Class of Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date Date, shall be consistent with clauses (ii)-(vii) have covenants below, as applicable, and events of default that in the good faith determination of the Borrower are not materially less favorable (when A) reflect market terms and conditions (taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger (except for covenants or other provisions (i) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (ii) applicable only to periods after the Latest Maturity Date as of the Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Term Loans:
(i) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt,
(Cii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans)Refinanced Debt,
(Diii) shall have an Applicable Rateinterest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) belowabove, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders, and,
(Eiv) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be have fees determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; providedRefinancing Loan arranger(s),
(A) may participate on a pro rata basis, howeverless than pro rata basis or greater than pro rata basis (except that, that with respect unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each earlier maturing Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if ) in any Incremental mandatory prepayments of Term Loans include and (B) may participate on a Eurocurrency pro rata basis, less than pro rata basis or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to pro rata basis in any existing Class voluntary prepayment of Term Loans,
(vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, such differential between interest rate floors fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and
(vii) shall have the same rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and shall be included secured by the Collateral and shall have the same rank in the calculation right of All-In Yield for purposes of this clause (iii) but only security with respect to the extent an increase in other Obligations as the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.Refinanced Debt; and
Appears in 3 contracts
Sources: Credit Agreement (Optimum Communications, Inc.), Credit Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Company and the applicable Incremental Refinancing Lenders providing such Incremental Commitments, and except as otherwise set forth hereinRefinancing Commitments and, to the extent not consistent with the substantially identical to any Class of Term LoansLoans or Revolving Credit Commitments, each as applicable, existing on the Incremental Refinancing Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that except to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant permitted by clauses (together with any related “equity cure” provisionsi) is also added for the benefit of any corresponding existing Facility, and (ii) below, as applicable, and with respect to pricing and optional prepayment or redemption terms), shall otherwise be reasonably satisfactory to Administrative Agentreflect market terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may be. In any event:
(i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu or junior in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRefinanced Debt,
(B) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Company and the applicable Refinancing Term Lenders but shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Refinanced Debt,
(C) shall have an All-In Yield determined by the Company and the applicable Refinancing Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans)Lenders,
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization fees determined by the Borrower Company and the applicable Incremental Refinancing Term LendersLoan arranger(s),
(E) may participate (x) on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder) or (y) on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.13(c)(i)) in any mandatory prepayments of Term Loans hereunder, or if junior in right of security, shall be on a junior basis with respect thereto,
(F) shall not have a greater principal amount than (x) the principal amount of the Refinanced Debt plus (y) accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing plus (z) any additional amount of Indebtedness to the extent that such additional amount would otherwise be permitted to be incurred and secured on a pari passu basis with the Obligations pursuant to Sections 7.01 and 7.03 (it being understood that any such additional amount shall utilize availability under any “basket” set forth in those Sections) and the Administrative Agent and any Person providing any Refinancing Loans or Refinancing Commitments may rely on the Borrower’s certification of compliance with this clause (F) (provided that the Administrative Agent has not notified such Person in writing of its objection to such calculation prior to the funding thereof) and, without excusing any Default or Event of Default which may arise from any inaccuracy in such certification, such certification will be deemed accurate for purposes of determining whether the financing provided by any Person relying thereon qualifies as Refinancing Loans or Refinancing Commitments, as applicable, and
(G) (I) shall rank pari passu in right of payment with the Obligations under Term Loans and Revolving Credit Loans and shall have the same Guarantors and (II) shall be secured either on a pari passu basis with the Obligations or on a junior basis to the Obligations, in each case over the same (or less) Collateral that secures the Term Loans; provided that, with respect to any Refinancing Term Loans that are secured by the Collateral on a junior basis to the Obligations, such Refinancing Term Loans shall be established as a Facility separate from the Term Loans provided herein; provided, further, with respect to any Refinancing Term Loans that are secured by the Collateral on a junior basis to the Obligations, such Refinancing Term Loans shall be subject to a Junior Lien Intercreditor Agreement; and
(ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans:
(A) (I) shall rank pari passu in right of payment with the Obligations under Term Loans and Revolving Credit Loans and shall have the same Guarantors and (II) shall be secured either on a pari passu basis with the Obligations or on a junior basis to the Obligations, in each case over the same (or less) Collateral that secures the Revolving Credit Commitments and Revolving Credit Loans; provided that, with respect to any Refinancing Revolving Credit Commitments that are secured by the Collateral on a junior basis to the Obligations, such Refinancing Revolving Credit Commitments shall be established as a Facility separate from the Revolving Credit Commitments provided herein; provided, further, with respect to any Refinancing Revolving Credit Commitments that are secured by the Collateral on a junior basis to the Obligations, such Refinancing Revolving Credit Commitments shall be subject to a Junior Lien Intercreditor Agreement,
(B) (I) shall not have a final scheduled maturity date or mandatory commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt and (II) shall not have any scheduled amortization or mandatory commitment reductions prior to the maturity date of the Refinanced Debt,
(C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the Incremental Term associated Refinancing Facility Closing Date shall be made and participations in Letters of Credit shall be on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date,
(D) may provide that the permanent repayment of Revolving Credit Loans may participate with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.with all other Revolving Credit Commitments,
(iiE) [Reserved].shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Refinancing Facility Closing Date,
(iiiF) the amortization schedule applicable to any Incremental Loans and the shall have All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower Company and the applicable new Lenders Refinancing Revolving Credit Lenders,
(G) shall have fees determined by the Company and the applicable Refinancing Revolving Credit Commitment arranger(s), and
(H) shall not have a greater principal amount of Commitments than (x) the principal amount of the Commitments of the Refinanced Debt plus (y) accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing plus (z) any additional amount of Indebtedness to the extent that such additional amount would otherwise be set forth in each applicable Incremental Amendment; provided, however, that with respect permitted to any Loans under Incremental Term Loan Commitments, in each case that are be incurred and secured on a pari passu basis, if basis with the All-In Yield applicable Obligations pursuant to Sections 7.01 and 7.03 (it being understood that any such additional amount shall utilize availability under any “basket” set forth in those Sections) and the Administrative Agent and any Person providing any Refinancing Loans or Refinancing Commitments may rely on the Borrower’s certification of compliance with this clause (I) (provided that the Administrative Agent has not notified such Person in writing of its objection to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant calculation prior to the terms funding thereof) and, without excusing any Default or Event of this Agreement Default which may arise from any inaccuracy in such certification, such certification will be deemed accurate for purposes of determining whether the financing provided by any Person relying thereon qualifies as amended through the date of such calculation with respect to Term LoansRefinancing Loans or Refinancing Commitments, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 3 contracts
Sources: Second Amendment (1 800 Flowers Com Inc), First Amendment (1 800 Flowers Com Inc), Credit Agreement (1 800 Flowers Com Inc)
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the identical to any Class of Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date Date, shall be consistent with clauses (ii)-(vii) have covenants below, as applicable, and events of default that in the good faith determination of the Borrower are not materially less favorable (when A) reflect market terms and conditions (taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger (except for covenants or other provisions (i) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (ii) applicable only to periods after the Latest Maturity Date as of the Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Term Loans:
(i) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt,
(Cii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans)Refinanced Debt,
(Diii) shall have an Applicable Rateinterest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) belowabove, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders, and,
(Eiv) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be have fees determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; providedRefinancing Loan arranger(s),
(v) (A) may participate on a pro rata basis, howeverless than pro rata basis or greater than pro rata basis (except that, that with respect unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each earlier maturing Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if ) in any Incremental mandatory prepayments of Term Loans include and (B) may participate on a Eurocurrency pro rata basis, less than pro rata basis or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to pro rata basis in any existing Class voluntary prepayment of Term Loans,
(vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, such differential between interest rate floors fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and
(vii) shall have the same rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and shall be included secured by the Collateral and shall have the same rank in the calculation right of All-In Yield for purposes of this clause (iii) but only security with respect to the extent an increase in other Obligations as the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.Refinanced Debt; and
Appears in 3 contracts
Sources: Credit Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Closing Date Term Loans, each Loans existing on the Incremental Facility Closing Date Date, shall either (iA) have covenants and events of default that in the good faith determination of be not materially more restrictive to the Borrower are not materially less favorable (as reasonably determined by the Borrower in good faith), when taken as a whole) , than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except to the Borrower than the extent necessary to provide for (x) covenants and events of default of other terms applicable to any period after the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days Latest Maturity Date in effect immediately prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Incremental Term Loans receive and Incremental Term Commitments or the benefit of such more restrictive terms Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be or (yB) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to the Administrative Agent Agent; provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall applicable existing Lenders and additional upfront or similar fees may be required from the Administrative Agent or any of the Lenders payable to the extent that such financial maintenance covenant (together with any related “equity cure” provisionslenders providing the Loan Increase) is also added for to the benefit of any corresponding applicable Term Loans or Revolving Commitments being increased, in each case, as existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agenton the Incremental Facility Closing Date. In any event:
(ia) the Incremental Term Loans:
(Ai) (x) shall rank pari passu or junior equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the Term Loans First Lien Obligations under this Agreement (and subject to the extent subordinated in right of payment applicable Intercreditor Agreement(s)) or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above;
(Bii) shall not mature earlier than the Latest Maturity Date of any Term Loans the then-outstanding at the time of incurrence of such Incremental Term Loans,;
(Ciii) shall have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify on the Weighted Average Life to Maturity date of the Initial incurrence of such Incremental Term Loans),;
(Div) shall have an Applicable Rate, and subject to clauses clause (e)(i)(B) and (e)(i)(C5)(a)(iii) above and clause (e)(iii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders, and;
(Ev) the Incremental Term Loans may participate on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; and
(vi) shall not have any obligors in respect thereof other than the Borrower and/or the Guarantors.
(iib) [Reserved]any Incremental Revolving Commitments shall be effected solely through a Revolving Commitment Increase.
(iiic) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loans made under Incremental Term Loan CommitmentsCommitments incurred pursuant to the Available Incremental Amount that rank equal in priority of right of security with the First Lien Obligations under this Agreement (but without regard to the control of remedies), in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Closing Date Term Loans, as applicable, by more than plus 50 basis points per annum (unless the amount of such excess, the “Yield Differential”) then the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Adjusted Eurodollar Rate or Base Rate floor) with respect to each Class of the Closing Date Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Closing Date Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans, shall be increased by minus 50 basis points per annum; provided that any increase in All-In Yield on the applicable Yield Differential; provided, further that, if any Incremental Closing Date Term Loans include a Eurocurrency due to the application of an Adjusted Eurodollar Rate or Base Rate floor that is greater than on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurocurrency Adjusted Eurodollar Rate or Base Rate floor applicable to any existing Class of such Closing Date Term Loans; provided, that if such Incremental Term Loans are to be “fungible” with the Closing Date Term Loans, notwithstanding any other conditions specified in this Section 2.14(5), the amortization schedule for such differential between interest rate floors shall “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be included in agreed by Borrower and the calculation of All-In Yield for purposes of this clause (iii) but only Administrative Agent to ensure that the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Incremental Term Loans would cause an increase in will be “fungible” with the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Closing Date Term Loans shall be increased to the extent of such differential between interest rate floorsLoans.
Appears in 2 contracts
Sources: Credit Agreement (GreenSky, Inc.), Credit Agreement (GreenSky, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of including, without limitation, any Class financial covenants and baskets, shall be as agreed between no more favorable to the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, Commitments than the terms hereunder and except as otherwise set forth herein, to the extent not consistent with identical to the Term Loans, each Loans existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentMajority Lenders. In any event:
(i) the with respect to any Incremental Term LoansLoans and Incremental Term Commitments:
(A) no such Incremental Term Loan shall rank pari passu or junior in right of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the later of (1) the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans and (2) the LC Maturity Date; provided that at no time shall there be Term Loans hereunder (including Incremental Term Loans,) which have more than five different Maturity Dates;
(CB) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial any such Incremental Term Loans (without giving effect to prior prepayments that would otherwise modify Loan shall be no shorter than the Weighted Average Life to Maturity of the Initial Term Loans),;
(C) no Incremental Term Loans shall amortize at an annual rate higher than 1.00% of the original principal amount of such Incremental Term Loans on the Incremental Facility Closing Date;
(D) shall have an Applicable Ratethe pricing, interest rate margins, discounts, premiums, rate floors, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule fees applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; providedand
(E) such Incremental Term Loans (A) may be secured by the Collateral on a junior basis (but not a pari passu or senior basis) with the First Lien Obligations and all other applicable Obligations under this Agreement and the other Loan Documents in the manner set forth in the Second Lien Intercreditor Agreement and/or the Third Lien Subordination and Intercreditor Agreement, howeveras applicable, that and (B) to the extent secured, shall be subject to the Second Lien Intercreditor Agreement and/or the Third Lien Subordination and Intercreditor Agreement, as applicable;
(ii) with respect to any Incremental Revolving Loans under and Incremental Revolving Commitments:
(A) no such Incremental Revolving Commitments or Incremental Revolving Loans shall mature earlier than the later of (1) the Latest Maturity Date of the Initial Term Loan CommitmentsLoans then outstanding and (2) the LC Maturity Date, in each case that are secured case, at the time of incurrence of such Incremental Revolving Commitments;
(B) there shall be no required repayments or mandatory commitment reduction with respect thereto (except for (1) payments of interest and fees on a Incremental Revolving Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Commitments and (3) mandatory prepayments with respect to the Incremental Revolving Loans made in accordance with Section 2.06(b)) prior to the later of (1) the Latest Maturity Date of the Initial Term Loans then outstanding and (2) the LC Maturity Date, in each case, at the time of incurrence of such Incremental Revolving Commitments;
(C) the aggregate principal amount of all Incremental Revolving Commitments established pursuant to this Section 2.14 will not exceed $25,000,000;
(D) no Pari Passu Incremental Equivalent Debt shall be outstanding at the time of incurrence of such Incremental Revolving Commitments;
(E) any such Incremental Revolving Commitments or Incremental Revolving Loans shall rank pari passu basisin right of payment and of security with the Initial Term Loans and all other applicable Obligations under this Agreement and the other Loan Documents in the manner set forth in the First Lien Pari Passu Intercreditor Agreement and shall be subject to the First Lien Pari Passu Intercreditor Agreement, if the All-In Yield Second Lien Intercreditor Agreement and the Third Lien Subordination and Intercreditor Agreement, as applicable; and
(F) the pricing, interest rate margins, discounts, premiums, rate floors, and fees applicable to such any Incremental Term Revolving Loans shall be determined by the Borrower and the applicable Incremental Revolving Lenders and shall be set forth in each applicable Incremental Amendment; provided that (1) in the event that the Effective Yield for any Incremental Revolving Commitment or Incremental Revolving Loan is greater than the applicable All-In Effective Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans, then the interest rate margin with respect to the Initial Term Loans and any outstanding Letter of Credit Obligations and/or the Letter of Credit Fee, as applicable, shall be increased (x) with respect to the Initial Term Loans, to the extent necessary so that the Effective Yield for the Initial Term Loans is equal to 50 basis points greater than the Effective Yield for such Incremental Revolving Commitments or Incremental Revolving Loans and (y) with respect to any outstanding Letter of Credit Obligations and the Letter of Credit Fee, to the extent necessary so that, after giving effect to any increase required by more the immediately preceding clause (x), the differential between the Effective Yield for the Letter of Credit Obligations including the Letter of Credit Fee and the Effective Yield for the Initial Term Loans remains the same as such differential immediately before giving effect to any increase required by the immediately preceding clause (x), (2) in the event that the Effective Yield for any Incremental Revolving Commitment or Incremental Revolving Loan is less than the Effective Yield with respect to the Initial Term Loans, then the interest rate margin with respect to the Initial Term Loans and any outstanding Letter of Credit Obligations and/or the Letter of Credit Fee, as applicable, shall be increased (x) with respect to the Initial Term Loans, by up to 50 basis points to the extent (and then only to the extent) necessary so that the Effective Yield for the Initial Term Loans is not less than 50 basis points per annum greater than the Effective Yield for such Incremental Revolving Commitments or Incremental Revolving Loans and (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floory) with respect to each Class any outstanding Letter of Credit Obligations and the Letter of Credit Fee, to the extent (and then only to the extent) necessary so that, after giving effect to any increase required by the immediately preceding clause (x), the differential between the Effective Yield for the Letter of Credit Obligations including the Letter of Credit Fee and the Effective Yield for the Initial Term Loans remains the same as such differential immediately before giving effect to any increase required by the immediately preceding clause (x) (it being understood and agreed that if the Effective Yield for the Incremental Revolving Commitments or Incremental Revolving Loans is lower than the Effective Yield for the Initial Term Loans by 50 basis points or more, no adjustment to the interest rate margin with respect to the Initial Term Loans or the Letter of Credit Obligations or Letter of Credit Fee, as applicable, shall be made) and (C) if the applicable Incremental Revolving Commitments or Incremental Revolving Loans includes an interest rate floor greater than that applicable to the Initial Term Loans and such floor is applicable on the date of determination, such excess amount shall be equated to yield for purposes of determining whether an increase to the interest rate margin with respect to the Initial Term Loans, the Letter of Credit Obligations and/or the Letter of Credit Fees, as applicable, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsrequired.
Appears in 2 contracts
Sources: Credit Agreement (Vantage Drilling International), Credit Facility Agreement
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between among the Borrower Borrower, the Administrative Agent and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, each existing on the Incremental Facility Closing Date . In any event:
(i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as any Incremental Commitments with respect to a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material Revolving Commitment Increase shall be on terms and conditions identical to the aggregate Revolving Commitments;
(ii) any Incremental Term Loan Commitments with respect to any new Class of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such Incremental Term Loan shall be on terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent and may include customary amortization and mandatory prepayments (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such new Class of Incremental CommitmentTerm Loan (and the Incremental Term Loan Commitments with respect thereto), no consent for such financial maintenance covenant shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of the existing credit facilities hereunder); provided, that, any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the new Class of Incremental Term Loans:
Loan shall (AA)(1) shall rank pari passu or junior in right of payment and of security with the Term Loans Revolving Facility and (and to 2) have no obligors other than the extent subordinated in right of payment or securityLoan Parties, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the Latest latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
Loan, (C) shall other than customary amortization and customary mandatory prepayments, have a Weighted Average Life to Maturity not shorter than the then-remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
Revolving Facility and (D) shall subject to clauses (B) and (C) of the proviso to this Section 2.16(e)(ii) set forth above, have an Applicable Rate, fees, customary amortization and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization customary mandatory prepayments determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to providing such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsLoan.
Appears in 2 contracts
Sources: Credit Agreement (Digital Turbine, Inc.), Credit Agreement (Digital Turbine, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, identical to any Class of Loans each existing on the Incremental Refinancing Facility Closing Date Date, shall be consistent with clauses (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall below, as applicable, and otherwise be reasonably satisfactory to the Administrative Agent. In any event:
(i) the Incremental Term Refinancing Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu or junior in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRefinanced Debt;
(B) as of the Refinancing Facility Closing Date, shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans Refinanced Debt;
(without giving effect to prior prepayments that would otherwise modify C) any Permitted Junior Secured Refinancing Debt or Permitted Unsecured Refinancing Debt shall have a final maturity date which is no earlier than ninety-one (91) days after the Weighted Average Life to Latest Maturity of the Initial Term Loans),Date then existing;
(D) shall have an Applicable RateMargin and Adjusted LIBO Rate or Base Rate floor (if any), and subject to clauses (e)(i)(BA) and (e)(i)(CB) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Term Refinancing Lenders, and;
(E) shall have fees determined by the Incremental Term Loans Borrower and the applicable Refinancing Loan arranger(s);
(F) may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except in respect of any voluntary prepayments of any Class of Loans with an earlier Maturity Date than any other Classes of Loans)) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified or if junior in right of security, shall be on a junior basis with respect thereto,
(G) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing;
(H) (I) shall rank pari passu or junior in right of payment with the Obligations under the initial Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall rank pari passu (which may be in the form of notes and loans limited to being unsecured or secured solely on a junior lien basis) or junior in right of security with the Obligations under the initial Loans (and, if applicable, subject to a subordination agreement and/or an intercreditor agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement reasonably satisfactory to the applicable new Lenders Borrower and the Administrative Agent); and
(I) may include any Previously Absent Financial Covenant so long as the Administrative Agent shall be set forth in have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Covenant for the benefit of each applicable Incremental Amendment; Class (provided, however, that with if (x) the documentation governing any Refinancing Amendment that includes a Previously Absent Financial Covenant in respect to of and for the benefit of a “Revolving Commitment” only and (y) such Previously Absent Financial Covenant is a “springing” financial maintenance covenant solely for the benefit of a Class of revolving loans (and not any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms Class of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excessterm loans), the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect Previously Absent Financial Covenant shall only be required to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in this Agreement for the calculation benefit of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsRevolving Loans.
Appears in 2 contracts
Sources: Credit Agreement (Planet Fitness, Inc.), Credit Agreement (Planet Fitness, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be reasonably satisfactory to the Administrative Agent or as are otherwise as agreed between the Lead Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsCommitments (and for the avoidance of doubt, and no consent of any Agent shall be required except as otherwise set forth herein, to the extent not consistent with affecting the Term Loansrights and duties of, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (or any fees or other amounts payable to, such Agent); provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of any such Incremental CommitmentLoans, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also shall be added for the benefit of any corresponding existing the Revolving Credit Facility that then benefits from such financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and subject to the extent subordinated in right of payment or securityPermitted Earlier Maturity Indebtedness Exception, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the Latest Maturity Date of any the Initial Term Loans; provided that Incremental Term Loans outstanding at (x) incurred for purposes of consummating a Permitted Acquisition or other Investment not prohibited hereunder (y) constituting customary bridge facilities, so long as the time long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of incurrence this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan A facilities (as determined by the Lead Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of such Incremental Term Loansthe Revolving Credit Commitments,
(CB) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans; provided that Incremental Term Loans (without giving effect x) incurred for purposes of consummating a Permitted Acquisition or other Investment not prohibited hereunder (y) constituting customary bridge facilities, so long as the long-term Indebtedness into which such customary bridge facilities are to prior prepayments be converted or exchanged satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan A facilities (as determined by the Lead Borrower in good faith), in each case, shall only require that would otherwise modify the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans)Revolving Credit Commitments,
(DC) shall have an Applicable Rate, and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) below, amortization determined by the Lead Borrower and the applicable Incremental Term Lenders, and
(ED) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.; provided that the Borrowers shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class;
(ii) [Reserved].the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature, require scheduled amortization or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Lead Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans, as applicable, Loans by more than 50 75 basis points per annum (the amount of such excessexcess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the applicable Initial Terms Loans plus 75 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, with the Eurocurrency Rate or Base Rate floor, as applicable) with respect to each Class of the applicable Initial Term Loans, Loans shall be increased by the applicable Yield DifferentialDifferential (this proviso, the “MFN Protection”); providedprovided further that notwithstanding the foregoing, further that, if any the MFN Protection shall not apply to Incremental Term Terms Loans include a Eurocurrency consisting of customary bridge facilities or Base Rate floor that is greater than term loan A facilities (as determined by the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included Lead Borrower in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsgood faith).
Appears in 2 contracts
Sources: Credit Agreement (Bumble Inc.), Credit Agreement (Bumble Inc.)
Required Terms. The terms, conditions, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Loan Commitments, as the case may be, of any Class Class, except as otherwise expressly set forth herein, shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (Lenders; provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term Loansthat:
(A) any Incremental Term Loans and any New Revolving Credit Commitments, as applicable:
(1) shall not be guaranteed by any Person other than any Loan Party and shall not be secured by any assets other than the Collateral;
(2) (x) in the case of any Incremental Term Loans, shall (I) rank pari passu or junior in right of payment and of security with any then-existing Term Loans, (II) be secured by a Lien on the Collateral on a pari passu basis or a junior basis with respect to any then-existing Term Loans or be unsecured and (and III) to the extent secured or subordinated in right of payment or securitypayment, be subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent Agent, including by entry to an Applicable Intercreditor Agreement, and (y) in the Borrower)case of any New Revolving Credit Commitments, or shall (I) rank pari passu with any Revolving Loan Commitments in effect after giving effect to such New Revolving Credit Commitments, (II) be unsecuredsecured by a Lien on the Collateral on a pari passu basis with respect to any Revolving Loan Commitments in effect after giving effect to such New Revolving Credit Commitments and (III) be subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent, including by entry to an Applicable Intercreditor Agreement;
(B3) in the case of any Incremental Term Loans, shall not (I) mature no earlier than the Latest Maturity Date latest maturity date of any Initial Term Loans outstanding at the time of incurrence of in effect after giving effect to such Incremental Term Loans,
Loans and (CII) shall have a Weighted Average Life weighted average life to Maturity not maturity no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the any Initial Term Loans in effect after giving effect to such Incremental Term Loans (without giving effect to prior any prepayments that would otherwise modify the Weighted Average Life weighted average life to Maturity maturity of the such Initial Term Loans),; provided that, at the option of the Borrower, this clause (A)(3) shall not apply to Incremental Term Loans in an aggregate outstanding principal amount of up to the Incremental Maturity Carveout as in effect immediately prior to the incurrence of such Incremental Term Loans;
(D4) (x) in the case of any Term Loan Increase, shall be on the same terms (including maturity date and, other than with respect to original issue discount or upfront fees, interest rates) other than fees, and be pursuant to the same documentation (other than the applicable Incremental Amendment and any other documentation evidencing such Term Loan Increase), as the applicable Class of then-existing Term Loans being increased, in each case, as existing at the time of consummation of such Term Loan Increase, and (y) in the case of any Revolving Commitment Increase, shall be on the same terms (including maturity date and, other than with respect to original issue discount or upfront fees, interest rates) other than fees, and be pursuant to the same documentation (other than the applicable Incremental Amendment and any other documentation evidencing such Revolving Commitment Increase), as the applicable Class of then-existing Revolving Loan Commitments being increased, in each case, as existing at the time of consummation of such Revolving Commitment Increase;
(5) (x) in the case of any Incremental Term Loans, subject to clause (A)(3) above, shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Loan Lenders, and (y) in the case of any New Revolving Credit Commitment, shall not provide for scheduled amortization payments or a final scheduled maturity date prior to the then final scheduled maturity date of the Revolving Loan Commitments in effect after giving effect to such New Revolving Credit Commitment; and
(E6) (x) in the case of any Other Term Loans, (I) may provide for the ability of the Incremental Term Loan Lenders thereunder to participate on a pro rata basis, a less than pro rata basis or a greater than pro rata basis in any voluntary prepayments of any then-existing Term Loans and (II) may provide for the ability of the Incremental Term Loan Lenders thereunder to participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of any then-existing Term Loans hereunderLoans, in each case, as specified in the applicable Incremental Amendment., and (y) in the case of any New Revolving Credit Commitment, may provide for the ability of the Incremental Revolving Credit Lenders thereunder to participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions with any then-existing Revolving Loan Commitment or New Revolving Credit Commitment, in each case, as specified in the applicable Incremental Amendment;
(ii) [Reserved].
(iiiB) the amortization schedule interest rate and fees applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by as agreed between the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental AmendmentLenders; providedprovided that, however, that with respect to any Loans under Incremental Term Loan Commitments, Loans in each case that are the form of a syndicated “term loan b” facility denominated in US dollars and secured by a Lien on the Collateral on a pari passu basisbasis with the Term Loans and incurred on or prior to the date that is twelve (12) months after the Effective Date, if the All-In Yield applicable to of any such Incremental Term Loans shall be greater than exceeds the applicable All-In Yield payable pursuant on the Initial Term Loans (calculated in the same manner and after giving effect to any amendment to interest rate margins under this Agreement after the Effective Date but immediately prior to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, applicable Incremental Facility Effective Date) by more than 50 basis points per annum (the amount of such excesspoints, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor Applicable Margin applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Initial Term Loans shall be increased to the extent necessary so that the All-In Yield on the Initial Term Loans is 50 basis points less than the All-In Yield on such Incremental Term Loans (it being agreed that any increase in the All-In Yield to the Initial Term Loans required due to the application of a Term Benchmark floor or Alternate Base Rate floor on any Incremental Term Loans shall be effected solely through an increase to (or implementation of, as applicable) the Term Benchmark floor or Alternate Base Rate floor, as applicable, applicable to the Initial Term Loans); provided, further, that, at the option of the Borrower, this clause (B) shall not apply to (I) Incremental Term Loans in an aggregate outstanding principal amount of up to the Incremental MFN Carveout as in effect immediately prior to the incurrence of such differential between interest rate floorsIncremental Term Loans, (II) any Incremental Term Loans maturing not less than eight (8) years after the Effective Date or (III) Incremental Term Loans incurred in connection with any Permitted Acquisition or other Investment permitted under Section 7.2 (this clause (B), the “MFN Provision”); and
(C) except as otherwise required or permitted in clauses (A) and (B) above, all other terms of any Incremental Facility shall be substantially consistent with any then-existing Term Loans, Revolving Loan Commitment or New Revolving Credit Commitment, as the case may be, or otherwise reasonably satisfactory to the Administrative Agent (it being understood that (I) terms not substantially consistent with any then-existing Term Loans or Revolving Loans, as applicable, but which are applicable only after the then final scheduled maturity date of such Term Loans, Revolving Loan Commitment or New Revolving Credit Commitment, as applicable, shall be deemed satisfactory to the Administrative Agent, and (II) terms that are more favorable to the Incremental Lenders or the agent in respect of such Incremental Facility than those contained in this Agreement, but which are conformed (or added) in this Agreement pursuant to an amendment hereto (which, notwithstanding anything herein to the contrary, shall require only the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned) and the Borrower) shall be deemed satisfactory to the Administrative Agent).
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (RadNet, Inc.), First Lien Credit and Guaranty Agreement (RadNet, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class and any Loan Increase shall be as agreed between the Borrower Representative and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term Loans, each Loans existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Loan Increase, the terms, provisions and documentation of such Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior equal in priority in right of payment and of security with the Term Initial Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured2015-2 Incremental Loans,
(B) shall not mature earlier than the Latest Original Term Loan Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term LoansDate,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the 2015-2 Incremental Loans on the date of incurrence of such Incremental Loans (without giving effect except by virtue of prepayment of Loans prior to prior prepayments that would otherwise modify the Weighted Average Life to Maturity time of the Initial Term Loanssuch incurrence),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) below, shall have an Applicable Rate and amortization determined by the Borrower Representative and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunderunder Section 2.03(b)(i), 2.03(b)(ii) or 2.03(b)(iii)(A), as specified in the applicable Incremental Amendment, except that the Borrowers shall be permitted to permanently repay and terminate any such Class of Loans on a greater than pro rata basis as compared to any other Class of Loans with a later Maturity Date than such Class or in connection with any Refinancing thereof with Other Loans.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower Representative and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than Initial Loans plus 50 basis points per annum (unless the amount of such excess, the “Yield Differential”) then the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Eurodollar or Base Rate floor) with respect to each Class the Initial Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Loans to equal the All-In Yield then applicable to the Incremental Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Loans due to the application of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency Eurodollar Rate or Base Rate floor that is greater than on any Incremental Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurocurrency Eurodollar Rate or Base Rate floor applicable to any existing Class of Term such Loans; provided further, such differential between interest rate floors shall be included in however, that the calculation of All-In Yield for purposes applicable to such Incremental Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this clause (iii) but only Agreement as amended through the date of such calculation with respect to the extent 2015-2 Incremental Loans plus 50 basis points per annum unless the Applicable Rate (together with, as provided in the proviso below, the Eurodollar or Base Rate floor) with respect to the 2015-2 Incremental Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the 2015-2 Incremental Loans to equal the All-In Yield then applicable to the Incremental Loans minus 50 basis points; provided that any increase in All-In Yield on the 2015-2 Incremental Loans due to the application of a Eurodollar Rate or Base Rate floor on any Incremental Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurocurrency Eurodollar Rate or Base Rate Floor floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsLoans.
Appears in 2 contracts
Sources: Second Lien Credit Agreement, Second Lien Credit Agreement (DTZ Jersey Holdings LTD)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, of any Class Revolving Credit Commitments shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Revolving Credit Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, each identical to Revolving Commitment Amounts existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood provided that the terms of any Incremental Loans and Incremental Revolving Credit Commitments established pursuant to a Commitment Increase shall be identical to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any terms of the Lenders Loans and Revolving Credit Commitments of the applicable Class being so increased). Additionally, notwithstanding anything to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any eventcontrary in this Section 2.14:
(i) the any such Incremental Term Loans:
(A) Revolving Credit Commitments or Incremental Loans shall rank pari passu or junior in right of payment and of security with the Term Loans (and to shall not be secured by assets not constituting Collateral or guaranteed by any person other than the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredGuarantors;
(Bii) any such Incremental Revolving Credit Commitments or Incremental Loans shall not mature earlier than the Latest Maturity Commitment Termination Date of any Term Loans or Commitments outstanding at the time of incurrence of such Incremental Term Loans,Revolving Credit Commitments;
(Ciii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Initial Term Loans Incremental Revolving Credit Commitments and (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity 3) repayment made in connection with a permanent repayment and termination of the Initial Term Loans),
commitments (D) shall have an Applicable Rate, and subject to clauses (e)(i)(Bthis Section 2.14(e))) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by of Loans with respect to Incremental Revolving Credit Commitments after the Borrower and the applicable associated Incremental Term Lenders, and
(E) the Incremental Term Loans may participate Facility Closing Date shall be made on a pro rata basis or less than with all other Commitments;
(iv) all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Revolving Credit Exposure;
(but not v) the permanent termination of Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.basis with all other Revolving Credit Commitments; and
(ii) [Reserved].
(iiivi) the amortization schedule applicable to any establishment of Incremental Revolving Commitments and Incremental Loans and the All-In Yield applicable shall be subject to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be limitations set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than last sentence of the applicable All-In Yield payable pursuant to the terms definition of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield DifferentialClass”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Seadrill LTD), Senior Secured Revolving Credit Agreement
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Incremental Term Lenders or lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, applicable; provided that in no event will any Incremental Term Loans be permitted to be voluntarily or mandatorily prepaid prior to the extent not consistent with repayment in full of the Initial Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination unless accompanied by at least a ratable payment of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) Initial Term Loans (provided that (x) any Refinancing Amendment, Extension Amendment or Incremental Amendment may provide that the applicable Incremental Term Lenders or lenders providing such Incremental Term Commitments, as applicable, shall receive a certificate less than ratable payment and (y) the foregoing shall not be construed to prohibit a prepayment of the Borrower as to the satisfaction a given Class of such requirement delivered at least five Incremental Term Loans (5without an accompanying prepayment of Initial Term Loans) Business Days prior to in connection a Permitted Repricing Amendment for, or the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Replacement Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any refinance, such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentTerm Loans). In any event:
(i) the Incremental Term Loans:Loans (except as otherwise specified below in this clause (i) or in clause (iii) below):
(A) (1) shall rank pari passu or junior in right of payment and of security with the other Term Loans and (2)(x) shall not be secured by any Lien on any property or asset that does not constitute Collateral securing the Facilities and to (y) shall not be guaranteed by any Person other than the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to Guarantors under the Administrative Agent and the Borrower), or shall be unsecuredFacilities;
(B) shall not mature earlier than the Latest Maturity Date of any the Initial Term Loans outstanding at the time of incurrence of such Incremental Term Loans,;
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),;
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowabove, shall have amortization determined by the Borrower and the applicable Incremental Term Lenders or other Additional Lenders, and;
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Initial Term Loans hereunder, as specified in the applicable Incremental AmendmentAmendment or definitive documentation;
(F) [reserved]; and
(G) the other terms of any Incremental Term Loans that are not consistent with the then existing Initial Term Loans (other than pursuant to clauses (A) through (F) above) shall be no less favorable (taken as a whole) to the Lenders under the then existing Initial Term Loans than those applicable to the then existing Initial Term Loans or otherwise reasonably acceptable to the Administrative Agent (except for (x) covenants or other provisions applicable only to periods after the Maturity Date of the Initial Term Loans or any Indebtedness incurred under this Section 2.14 existing at the time of incurrence of such Incremental Term Loans and (y) any financial maintenance covenant to the extent such covenant is also added for the benefit of the Lenders under the applicable Facility).
(ii) [Reservedreserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Effective Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that that, with respect to any Incremental Term Loans made under Incremental Term Loan CommitmentsCommitments after the Closing Date, in each case that are secured on a pari passu basis, if the All-In Effective Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Effective Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans, as applicable, by more than plus 50 basis points per annum (the amount of such excess, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of the Initial Term Loans, shall be Loans is increased by so as to cause the then applicable Effective Yield Differential; provided, further that, if any under this Agreement on the Initial Term Loans to equal the Effective Yield then applicable to the Incremental Term Loans include minus 50 basis points; provided if such Incremental Term Loan includes a Eurocurrency floor greater than 1.00% per annum or a Base Rate floor that is greater than 2.00% per annum, such differential between the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in equated to the calculation of All-In applicable Effective Yield for purposes of this clause (iii) determining whether an increase to the interest rate margin under the Initial Terms Loans shall be required, but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to floor in the existing Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case case, the Eurocurrency and or Base Rate floors floor (but not the Applicable Rateinterest rate margin) applicable to the existing Initial Term Loans shall be increased to the extent of such differential between interest rate the Eurocurrency or Base Rate floors.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Jason Industries, Inc.), Second Lien Credit Agreement (Jason Industries, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class Class, including any Loan Increase, shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term LoansA Loans or Revolving Credit Commitments, each as applicable, existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent, the Borrower and the Incremental Lenders providing such Incremental Commitments; provided that in the case of a Term A Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term A Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing such Loan Increase) to the terms, provisions and documentation of the applicable Term A Loans or Revolving Credit Commitments being increased, in each case, as existing on the applicable Incremental Facility Closing Date. In any event:
(i) the Incremental Term LoansLoans under any Incremental Term Loan Facility:
(A) shall rank pari passu equal or junior in right of payment of and of security with the Term A Loans and Revolving Credit Loans or may be unsecured; provided that all Incremental Term Loans that are secured by Liens that rank junior in right of payment and of security with the Term A Loans (and to the extent subordinated in right of payment or security, Revolving Credit Loans shall be subject to an intercreditor arrangements agreement on terms reasonably satisfactory acceptable to the Administrative Agent and the Borrower), or shall be unsecured;
(B) shall not mature earlier than the Latest Maturity Date of any with respect to the then existing Term Loans outstanding at the time of incurrence of such Incremental Term Loans,Loan A Facility;
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial then existing Term A Loans (without giving effect to prior prepayments that would otherwise modify on the Weighted Average Life to Maturity date of the Initial incurrence of such Incremental Term Loans),;
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(Bf)(i)(B) and (e)(i)(Cf(i)(C) above and clause (e)(iiif)(iii) below, shall have an Applicable Rate and amortization determined by the Borrower and the applicable Incremental Term Lenders, and;
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of then existing Term A Loans hereunderunder Section 2.05, as specified in the applicable Incremental Amendment.;
(F) shall not be secured by any assets not constituting Collateral and shall not be Guaranteed by any Person other than the Guarantors; and
(G) in the case of “term loan B” Incremental Term Loans, may provide for customary prepayments or offers to prepay based on excess cash flow;
(ii) [Reserved].the Incremental Revolving Credit Commitments and Incremental Revolving Loans under any Incremental Revolving Credit Facility:
(iiiA) shall rank equal in right of payment and of security with the amortization schedule applicable to any Incremental Revolving Credit Loans and the All-In Yield Term A Loans;
(B) shall not mature earlier than the Maturity Date with respect to the then existing Revolving Credit Facility;
(C) shall provide that assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Incremental Facility Closing Date;
(D) shall provide than any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable revolving credit commitments under this Agreement prior to the Incremental Term Loans of each Class Facility Closing Date; provided at no time shall there be revolving credit commitments hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates unless otherwise agreed to be by the Administrative Agent;
(E) shall have an Applicable Rate determined by the Borrower and the applicable new Lenders Incremental Revolving Credit Lenders; and
(F) shall not be secured by any assets not constituting Collateral and shall not be set forth in each applicable Incremental Amendment; provided, however, that Guaranteed by any Person other than a Guarantor;
(iii) with respect to any Loans made under Incremental Term Loan CommitmentsCommitments within twelve (12) months after the Funding Date, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Term Loans, as applicable, by more than A Loans plus 50 basis points per annum (the amount of such excess, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Eurodollar or Base Rate floor) with respect to each Class of the Term Loans, shall be A Loans is increased by so as to cause the then applicable All-In Yield Differential; provided, further that, if any under this Agreement on the Term A Loans to equal the All-In Yield then applicable to such Incremental Term Loans include minus 50 basis points; provided that any increase in All-In Yield on the Term A Loans due to the application of a Eurocurrency Eurodollar or Base Rate floor that is greater than on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurocurrency Eurodollar or Base Rate floor applicable to such Loans; and
(iv) any existing Class of Term Loansupfront fees, such differential between interest rate floors arrangement fees or other similar fees for any Incremental Commitments shall be included in as agreed between the calculation of All-In Yield for purposes of this Borrower and the applicable Incremental Lenders providing such Incremental Commitments, subject to the immediately preceding clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors).
Appears in 2 contracts
Sources: Credit Agreement (Valvoline Inc), Credit Agreement (Ashland Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loansidentical to (or constituting a part of) any Class of term loans or revolving credit commitments, as applicable, each existing on the Incremental applicable Refinancing Facility Closing Date Date, shall be consistent with clauses (i) have covenants or (ii) below, as applicable, and events of default that in the good faith determination of the Borrower are not materially less favorable otherwise shall be (when taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Borrower Refinancing Lenders than the covenants and events of default of the Loan Documents those applicable to such Class (when taken as a whole) being refinanced (provided that a certificate of the Borrower as except for (1) covenants or other provisions applicable only to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply periods after the Latest Maturity Date (as of the applicable Refinancing Facility Closing Date) and (2) pricing, fees, rate floors, optional prepayment or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to redemption terms), unless the extent any financial maintenance covenant is added for Lenders under the existing Facilities are given the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” terms and provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental The Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu or junior in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRefinanced Debt,
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans Refinanced Debt on the date of incurrence of such Refinancing Loans,
(without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans)C) shall not be Guaranteed by any Person other than a Loan Party and shall not be borrowed by any Person other than a Loan Party,
(D) shall not have an Applicable Ratea greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interest and fees on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Refinancing Term Loans plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Term Loans,
(E) (I) shall rank pari passu in right of payment with the Obligations under the then existing Term A Loans and Revolving Credit Loans and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by an intercreditor agreement on terms reasonably satisfactory to the Borrower and the applicable Incremental Term LendersAdministrative Agent, and
(EF) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of then existing Term A Loans hereunderunder Section 2.05, as specified in the applicable Incremental Refinancing Amendment.; and
(ii) [Reserved].the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans:
(iiiA) (I) shall rank pari passu in right of payment with the amortization schedule applicable Obligations and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to any Incremental Loans and the All-In Yield applicable an intercreditor agreement on terms reasonably satisfactory to the Incremental Term Loans of each Class Administrative Agent,
(B) shall be determined by not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that Maturity Date with respect to any the Refinanced Debt,
(C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans under Incremental Term Loan Commitments, in each case that are secured with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pari passu pro rata basis with all other then existing Revolving Credit Commitments,
(D) all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the Refinancing Facility Closing Date (without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(E) shall provide that the permanent repayment of Refinancing Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis, if or on a less than (but not greater than pro rata basis) pro rata basis, with all other revolving credit commitments under this Agreement, except that the All-In Yield applicable Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Incremental Term Class of Refinancing Revolving Loans on a greater than pro rata basis as compared to any other Class of revolving credit loans under this Agreement with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement,
(F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Refinancing Facility Closing Date,
(G) shall not be Guaranteed by any Person other than a Loan Party and shall not be borrowed by any Person other than a Loan Party, and
(H) shall not have a greater principal amount of Commitments than the applicable All-In Yield payable pursuant principal amount of the utilized Commitments of the Refinanced Debt plus any accrued but unpaid interest and fees on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such Refinancing Revolving Credit Commitments plus the amount of any tender premium or penalty or premium required to be paid under the terms of this Agreement as amended through the date instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such calculation with respect to Term Refinancing Revolving Credit Commitments or Refinancing Revolving Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 2 contracts
Sources: Credit Agreement (Valvoline Inc), Credit Agreement (Ashland Inc.)
Required Terms. The terms, provisions and documentation of the any Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower Representative and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial Term Loans, each Loans existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the Incremental Facility Closing Date) (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental CommitmentTerm Loans or any Incremental Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agenteach Facility remaining outstanding after the effectiveness of such Incremental Amendment). In any event:
(i) the Incremental Term Loans:
(A) shall be unsecured or shall rank pari passu with or junior in right of payment and of security with to the Term Loans (and to the extent subordinated in right of payment or security, shall be subject to a Junior Lien Intercreditor Agreement or an alternate intercreditor arrangements and subordination arrangement reasonably satisfactory to the Administrative Agent and the BorrowerAgent), or shall be unsecured,
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Initial Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to any prepayments of the Initial Term Loans prior prepayments to the time of incurrence of such Incremental Term Loans that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Borrower Representative and the applicable Incremental Term Lenders,
(E) may not be incurred (or guaranteed) by a non-Loan Party or secured by assets that do not constitute Collateral, and
(EF) mandatory prepayments of the Incremental Term Loans may participate shall be on a pro rata basis or less than pro rata basis (but not basis, except that the Borrowers shall be permitted to prepay any Class of Term Loans on a greater better than pro rata basis) basis as compared to any other Class of Term Loans with a later maturity date than such Class, provided that, any Incremental Facility may provide for the ability to participate on a non-pro rata basis in any voluntary or mandatory prepayments of the Incremental Term Loans hereunder, as specified in the applicable Incremental AmendmentLoans.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower Representative and the applicable new Additional Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are Loans secured on a pari passu basisbasis with the Initial Term Loans made on or prior to the date that is twelve (12) months after the Closing Date, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans, as applicable, Loans by more than 50 basis points per annum (the amount of such excessexcess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the Initial Term Loans plus 50 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to each Class of the Initial Term Loans, Loans shall be increased by the applicable Yield DifferentialDifferential (this proviso, the “MFN Protection”); provided, further further, that, if any Incremental Term Loans include a Eurocurrency Rate or Base Rate floor that is greater than the Eurocurrency Rate or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors Eurocurrency Rate or Base Rate floors, as applicable, shall be included in the calculation of All-In Yield for purposes of this clause (iiiii) but only to the extent an increase in the Eurocurrency Rate or Base Rate Floor floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and an d in such case the Eurocurrency Rate and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsEurocurrency Rate or Base Rate floors as the case may be.
Appears in 2 contracts
Sources: Credit Agreement (GIC Private LTD), Credit Agreement (Blackstone Holdings III L.P.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Loan Commitments, as the case may be, of any Class Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Lenders; provided that in no event will any Incremental Commitments, and except as otherwise set forth herein, Term Loans be permitted to be voluntarily or mandatorily prepaid prior to the extent not consistent with repayment in full of the Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered unless accompanied by at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders ratable payment of the Term Loans (provided that any Refinancing Amendment, Extension Amendment or Incremental Amendment may provide that the applicable Incremental Lenders shall receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agenta less than ratable payment). In any event:
(i) the Incremental Term LoansLoans and, as applicable, the New Revolving Credit Commitments:
(A) shall rank pari passu or junior in right of payment and of pari passu or junior with respect to security with the Revolving Credit Loans and the Term Loans Loans, as applicable, or may be unsecured (and to the extent secured or subordinated in right of payment or security, shall be subject to intercreditor arrangements agreements reasonably satisfactory to the Administrative Agent and the BorrowerAgent), or shall be unsecured;
(B) in the case of Incremental Term Loans, shall not mature earlier than the Latest Maturity Date of any the Initial Term Loans outstanding at the time of incurrence of such Incremental Term Loans,;
(C) in the case of New Revolving Credit Commitments, shall not mature earlier than the Latest Maturity Date of the Revolving Credit Commitments outstanding at the time of incurrence of such New Revolving Credit Commitments or have amortization or scheduled mandatory commitment reductions (other than at maturity);
(D) in the case of Incremental Term Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the then-existing Initial Term Loans),;
(DE) shall have an Applicable Ratein the case of Incremental Term Loans, and subject to clauses (e)(i)(BB) and (e)(i)(CD) above and clause (e)(iii) belowabove, shall have amortization determined by the Borrower and the applicable Incremental Term Lenders, and;
(EF) subject to clause (ii) below, shall have an Applicable Rate determined by the Borrower and the applicable Incremental Term Loans Lenders or Incremental Revolving Credit Lenders, as applicable;
(G) [reserved];
(H) may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Initial Term Loans hereunder, as specified in the applicable Incremental Amendment.;
(I) to the extent secured, shall not be secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral; and
(J) shall not be guaranteed by any Person other than any Loan Party and shall not have any obligors other than any Loan Party;
(ii) [Reserved].the material terms of each Revolving Commitment Increase will be substantially identical to those applicable to the Revolving Credit Loans or Revolving Credit Commitments being increased, as applicable, or otherwise reasonably acceptable to the Administrative Agent (other than with respect to margin, pricing, maturity, fees or any terms which are applicable only after the then-existing maturity date with respect to the Revolving Credit Loans or Revolving Credit Commitments, as applicable, subject, solely as to administrative matters, to the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)),
(iii) the amortization schedule interest rate applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall will be determined by the Borrower and the lenders providing such Incremental Term Loans; provided that, with respect to Dollar denominated Incremental Term Facilities incurred pursuant to clause (a) of Section 2.14(d)(v)(B) that is not incurred in connection with a Permitted Acquisition or other investment, such interest rate will not be more than 0.50% higher than the corresponding interest rate applicable new Lenders and shall to the Initial Term Loans (without giving effect to any leverage based step-downs with respect to the Applicable Rate), unless the interest rate margin with respect to the existing Initial Term Loans, is adjusted to be set forth in each applicable equal to the interest rate with respect to the relevant Incremental AmendmentTerm Loans, minus, 0.50%; provided, howeverfurther, that in determining the applicable interest rate: (w) OID or upfront fees paid by the Borrower in connection with the Initial Term Loans, such Incremental Term Loans (based on a four-year average life to maturity), shall be included, (x) any amendments to the Applicable Rate on the Initial Term Loans that became effective subsequent to the Closing Date but prior to the time of the addition of such Incremental Term Loans shall be included (without giving effect to any leverage based step-downs with respect to the Applicable Rate), (y) arrangement, commitment, structuring and underwriting fees and any Loans under Incremental amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the Initial Term Loan CommitmentsLoans, or to one or more arrangers (or their Affiliates) in each case that are secured on a pari passu basis, if the All-In Yield their capacities as such applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of excluded and (z) if such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate any “LIBOR” interest rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor that applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunderLoans, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) floor is applicable to the existing Initial Term Loans, on the date of determination, such excess amount shall be equated to interest margin for determining the increase except as otherwise agreed by the Borrower, and
(iv) the Incremental Term Loans and Incremental Revolving Loans that are New Revolving Credit Commitments shall be increased on terms and pursuant to documentation to be determined by the extent of such differential between interest rate floorsBorrower and the lenders thereunder.
Appears in 2 contracts
Sources: Credit Agreement (Signify Health, Inc.), Credit Agreement (Signify Health, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Incremental Term Lenders or lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agentapplicable. In any event:
(i) the Incremental Term Loans:Loans (except as otherwise specified below in this clause (i)):
(A1) shall rank pari passu or junior (if secured) in right of payment and of security with the Term Loans and (2)(x) shall not be secured by any Lien on any property or asset of the Borrower or any Guarantor that does not also secure the other Facilities and to (y) shall not be guaranteed by any Person other than the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to Guarantors under the Administrative Agent and the Borrower), or shall be unsecuredother Facilities;
(B) shall not mature earlier than the Latest Maturity Date of any the Initial Term Loans outstanding at the time of incurrence of such Incremental Term Loans,;
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),;
(D) subject to Section 2.14(e)(i)(B) and Section 2.14(e)(i)(C) above, shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders or other Additional Lenders, and;
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Initial Term Loans hereunder, as specified in the applicable Incremental AmendmentAmendment or definitive documentation;
(F) [reserved]; and
(G) the other terms of any Incremental Term Loans that are not consistent with the then existing Initial Term Loans (other than pursuant to clauses (A) through (F) above and other than call protection to be agreed between the Borrower and the applicable Incremental Lenders) shall be no less favorable (taken as a whole) to the Lenders under the then existing Initial Term Loans than those applicable to the then existing Initial Term Loans or otherwise reasonably acceptable to the Administrative Agent (except for (x) covenants or other provisions applicable only to periods after the Maturity Date of the Initial Term Loans or any Indebtedness incurred under this Section 2.14 existing at the time of incurrence of such Incremental Term Loans and (y) any financial maintenance covenant to the extent such covenant is also added for the benefit of the Lenders under any applicable existing corresponding Facility).
(ii) [Reservedreserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Effective Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loans made under Incremental Term Loan Commitments, in each case Commitments that are secured on a pari passu basisbasis with the Initial Term Loans, if the All-In Effective Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Effective Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans, as applicable, by more than plus 50 basis points per annum (the amount of such excess, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to each Class of the Initial Term Loans, shall be Loans is increased by so as to cause the then applicable Effective Yield Differential; provided, further that, if any under this Agreement on the Initial Term Loans to equal the Effective Yield then applicable to the Incremental Term Loans include minus 50 basis points; provided if such Incremental Term Loan includes a Eurocurrency Rate floor greater than 1.00% per annum or a Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans2.00% per annum, such differential between interest rate the Eurocurrency Rate or Base Rate floors shall be included in equated to the calculation of All-In applicable Effective Yield for purposes of this clause (iii) determining whether an increase to the interest rate margin under the Initial Term Loans shall be required, but only to the extent an increase in the Eurocurrency Rate or Base Rate Floor applicable to floor in the existing Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case case, the Eurocurrency and Rate or Base Rate floors floor (but not the Applicable Rateinterest rate margin) applicable to the existing Initial Term Loans shall be increased to the extent of such differential between interest rate the Eurocurrency Rate or Base Rate floors.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Global Eagle Entertainment Inc.), Second Lien Credit Agreement (Global Eagle Entertainment Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Revolving Loans and any other Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredLoans;
(B) shall not mature earlier than the Latest Revolving Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans and no scheduled principal or amortization payments shall be required in respect of such Term Loans prior to the Revolving Maturity Date at the time of incurrence of such Term Loans,, other than scheduled amortization of no greater than five percent (5%) per annum of the original principal amount of such Term Loans; provided that, at no time shall there be Term Loans hereunder which have more than three different maturity dates unless the Administrative Agent otherwise consents to more than three different maturity dates;
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(D) shall have an Applicable Rateapplicable rate, and fees, premiums and, subject to clauses (e)(i)(BSection 2.17(e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowSection 2.17(e)(i)(F), amortization determined by the Borrower and the applicable Incremental Term Lenders;
(D) except as provided in Section 2.17(e)(i)(C) above, andshall have mandatory prepayments, representations and warranties, covenants and events of default that are the same as, or no more restrictive on the Credit Parties (as determined by the Administrative Agent in its reasonable discretion) than, those set forth in this Agreement prior to the applicable Term Loan Facility Closing Date unless any more restrictive mandatory prepayments, representations and warranties, covenants and events of default are incorporated into this Agreement on the applicable Term Loan Facility Closing Date;
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Term Loan Amendment.; and
(iiF) [Reserved].
(iii) the shall provide that any mandatory prepayments or amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans payments in respect of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall only be greater than required if either (x) each of the applicable All-In Yield payable pursuant FCF Payment Conditions is satisfied on a pro forma basis after giving effect to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (payments and the amount of such excesspayment does not exceed one hundred percent (100%) of Distributable Free Cash Flow at the time made, or (y) each of the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect Unlimited Payment Conditions is satisfied on a pro forma basis after giving effect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorspayments.
Appears in 2 contracts
Sources: Credit Agreement (Mach Natural Resources Lp), Credit Agreement (Mach Natural Resources Lp)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Amendment and Restatement Date Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of Date, shall be not materially more restrictive to the Borrower are not materially less favorable (as determined by the Borrower in good faith), when taken as a whole) , than the terms of the Amendment and Restatement Date Term Loans, except to the Borrower than the extent necessary to provide for (x) covenants and events of default of other terms applicable to any period after the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days Latest Maturity Date in effect immediately prior to the incurrence of such Indebtednessthe Incremental Loans and Incremental Commitments, together with a reasonably detailed description of as the material terms and conditions of such Indebtedness or drafts of documentation relating theretocase may be, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such provisions apply after terms of any Incremental Loans and Incremental Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date or of the Term Loan Facility, such Previously Absent Financial Maintenance Covenant shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added included for the benefit of any the Term Loan Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Incremental Commitment, no consent Term Loan Increase shall be required from the Administrative Agent identical (other than with respect to upfront fees, OID or any of the Lenders similar fees (subject to the extent that MFN Provision), it being understood that, if required to consummate such financial maintenance covenant (together with Loan Increase transaction, the interest rate margins and rate floors may be increased, any related “equity cure” provisionscall protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) is also added for to the benefit of any corresponding applicable Term Loans being increased as existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agenton the Incremental Facility Closing Date. In any event:
(ia) the Incremental Term Loans:
(Ai) shall (x) rank pari passu or junior equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) rank equal (but without regard to the control of remedies) in priority of right of security with the Term Loans First Lien Obligations under this Agreement (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements an Intercreditor Agreement(s) reasonably satisfactory acceptable to the Administrative Agent (acting at the direction of the Required Lenders) and the Borrower), or shall be unsecured) as applicable pursuant to clause (4)(c) above,
(Bii) shall not mature earlier than the Latest Original Term Loan Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term LoansDate,
(Ciii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Amendment and Restatement Date Term Loans (without giving effect on the date of incurrence of such Incremental Loans; provided that the effects of any amortization or prepayments made on the Amendment and Restatement Date Term Loans prior to prior prepayments that would otherwise modify the Weighted Average Life to Maturity date of the Initial Term Loans)such incurrence will be disregarded,
(Div) shall have an Applicable Rate, and subject to clauses clause (e)(i)(B) and (e)(i)(C5)(a)(iii) above and clause (e)(iii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders, and,
(Ev) the Incremental Term Loans may participate on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment,
(vi) shall be denominated in a currency as determined by the Borrower and the applicable Incremental Lenders, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and
(vii) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors.
(iib) [Reserved]to the extent any Incremental Loans or Other Loans that are in the form of term loans that rank pari passu in right of security with the Amendment and Restatement Date Term Loans are issued within 12 months of the Amendment and Restatement Date have an All-In Yield more than 0.75% higher than the corresponding All-In Yield applicable to the Amendment and Restatement Date Term Loans in effect immediately prior to the applicable Incremental Amendment or Refinancing Amendment, the All-In Yield with respect to the Amendment and Restatement Date Term Loans hereunder shall be adjusted to be equal to the All-In Yield with respect to such Incremental Loans or Other Loans that are in the form of term loans that rank pari passu in right of security with the Amendment and Restatement Date Term Loans, as applicable, minus 0.75% (the “MFN Provision”).
(iiic) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower Borrower, the Administrative Agent and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 2 contracts
Sources: Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Loan Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Loan Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term LoansLoans and/or Existing Revolving Credit Facility, in each case, existing on the relevant Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to the Administrative Agent (it being understood that covenants and other provisions that are (x) only applicable after the Latest Maturity Date at the time of such Incremental Facility Closing Date or (y) not more restrictive to the extent any financial maintenance covenant is Borrower and its Restricted Subsidiaries, taken as a whole, than the terms of the existing Loans and Commitments in the Borrower’s good faith determination unless such more restrictive covenants and other provisions are added for the benefit of any such Incremental Commitmentall then-existing Lenders, no consent in each case, shall be required from as agreed between the Administrative Agent or any of Borrower and the applicable Incremental Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise need not be reasonably satisfactory to the Administrative Agent); provided that in the case of a Term Loan Increase and/or a Revolving Credit Commitment Increase, the terms, provisions and documentation of such Term Loan Increase and/or Revolving Credit Commitment Increase, as applicable, shall be identical (other than with respect to upfront fees, original issue discount or similar fees, to the extent applicable, as long as any such fees or original issue discount do not cause such increase to not be fungible for U.S. federal income tax purposes with the Class to which it is added) to the Term Facility Loan and/or the Existing Revolving Credit Facility, in each case, being increased, as existing on the Incremental Facility Closing Date. In any event:
(i) the any Incremental Term LoansFacility:
(A) shall rank (I) pari passu or junior in right of payment and (II) pari passu in right of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredLoans;
(B) as of the Incremental Facility Closing Date, other than with respect to Customary Bridge Loans, shall not mature have a Maturity Date earlier than the Latest Maturity Date with respect to any Loans (or, in the case of any Term Refinancing Loans, the Maturity Date of the Class of Loans outstanding at being refinanced thereby) as of the time of incurrence of such Incremental Term Loans,Facility Closing Date;
(C) subject to clause (e)(i)(B) above, in the case of any Incremental Term Facility, shall have an amortization schedule as determined by the Borrower and the applicable Incremental Lenders, provided that, as of the Incremental Facility Closing Date, other than with respect to Customary Bridge Loans, such Incremental Term Loans shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving as originally in effect prior to prior any scheduled amortization or prepayments that would otherwise modify thereto) (or, in the case of Refinancing Term Loans, the Weighted Average Life to Maturity of the Initial Class of Loans being refinanced thereby) on the date of incurrence of such Incremental Term Loans),;
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and;
(E) shall have fees, subject to clause (e)(ii) below, determined by the Borrower and the applicable Incremental Term Loans Facility arranger(s);
(F) may participate on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis) with Loans of other Classes in any voluntary mandatory repayments or mandatory prepayments of Term principal of the Loans hereunder, as specified in the applicable Incremental Amendment.;
(G) may not be (x) secured by any assets other than Collateral or (y) guaranteed by any Person other than a Guarantor; and
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Effective Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loans made under Incremental Term Loan Commitments, in each case Commitments that are secured incurred on a pari passu basisor prior to the date that is 24 months after the Closing Date, if the All-In Effective Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Effective Yield payable applicable to any Class of Term Loans pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than plus 50 basis points per annum (the amount of such excess, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each such Class of Term Loans, shall be Loans then outstanding is increased by so as to cause the then applicable Effective Yield Differentialunder this Agreement on such Class of Term Loans to equal the Effective Yield then applicable to the Incremental Term Loans minus 50 basis points; provided, further thatfurther, if that to the extent the Effective Yield differential is due to the application or imposition of interest rate floor in respect of any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class Loan, in lieu of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency Applicable Rate, the Borrower may elect to increase (or Base Rate Floor implement, as applicable) an interest rate floor applicable to the existing such Class of Term Loans would cause an increase in (this clause (e)(ii), the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors“MFN Provision”).
Appears in 2 contracts
Sources: Credit Agreement (Mattress Firm Group Inc.), Credit Agreement (Mattress Firm Group Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Revolving Loans and any other Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredLoans;
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect and no scheduled principal or amortization payments shall be required in respect of such Term Loans except to prior prepayments that the extent such payments would otherwise modify not cause the Weighted Average Life to Maturity of such Term Loans at any time to be shorter than 50% of the Initial number of years remaining until the Revolving Termination Date in effect; provided that, at no time shall there be Term Loans),Loans hereunder which have more than three different Maturity Dates unless the Administrative Agent otherwise consents to more than three different maturity dates;
(DC) shall have an Applicable Rateapplicable rate, fees, premiums and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders;
(D) except as provided in Section 2.10(e)(i)(C) above, andshall have mandatory prepayments, representations and warranties, covenants and events of default that are the same as, or no more restrictive on the Credit Parties (as determined by the Administrative Agent in its reasonable discretion) than, those set forth in this Agreement prior to the applicable Term Loan Facility Closing Date unless any more restrictive mandatory prepayments, representations and warranties, covenants and events of default are incorporated into this Agreement on the applicable Term Loan Facility Closing Date;
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Term Loan Amendment.; and
(iiF) [Reserved].
(iii) the shall provide that any amortization schedule applicable payments or mandatory prepayments pursuant to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan CommitmentsSection 3.04(c)(iv), in each case that are secured on a pari passu basis, if the All-In Yield applicable to in respect of such Incremental Term Loans shall only be greater than required if at least 20% of the applicable All-In Yield payable pursuant Revolving Commitments are unused on a pro forma basis after giving effect to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of payments or such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsprepayments.
Appears in 2 contracts
Sources: Credit Agreement (Northern Oil & Gas, Inc.), Credit Agreement (Northern Oil & Gas, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between among the Borrower, the Administrative Agent and the applicable Lenders providing such Incremental Commitments. In any event:
(i) any Incremental Commitments with respect to a Revolving Commitment Increase shall (A) have an Applicable Rate, unused commitment fees, customary upfront fees and customary arrangement fees determined by the Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsRevolving Commitment Increase; provided, that, if the Applicable Rate or unused commitment fees (other than any upfront fees or any customary arrangement or commitment fees) for such Revolving Commitment Increase are higher than the Applicable Rate and except as otherwise set forth hereinCommitment Fees for the existing Revolving Credit Facility, taking into account any applicable interest rate floors, then the Applicable Rate and Commitment Fees for the existing Revolving Credit Facility shall be increased to the extent not consistent with the Term Loansnecessary so that such Applicable Rate or Commitment Fees, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower as applicable, are not materially less favorable (when taken as a whole) equal to the Borrower than Applicable Rate or unused commitment fees, as applicable for the covenants Revolving Commitment Increase, and events of default of the Loan Documents (when taken as a wholeB) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtednessin all other respects, together with a reasonably detailed description of the material be on terms and conditions identical to the Aggregate Revolving Commitments;
(ii) any Incremental Term Loan Commitments with respect to any new Class of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such Incremental Term Loan shall be on terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent and may include customary amortization and mandatory prepayments (it being understood that to the extent any financial maintenance covenant is added for the benefit of the Lenders under any such new Class of Incremental CommitmentTerm Loan (and the Incremental Term Loan Commitments with respect thereto), no consent for such financial maintenance covenant shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of the Revolving Credit Facility); provided, that, any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the new Class of Incremental Term Loans:
Loan shall (AA)(1) shall rank pari passu or junior in right of payment and of security with the Term Loans Revolving Credit Facility and (and to 2) have no obligors other than the extent subordinated in right of payment or securityLoan Parties, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the Latest latest Maturity Date of any Term Loans outstanding the Revolving Credit Facility at the time of incurrence of such Incremental Term Loans,
Loan, (C) shall other than with respect to customary amortization payments, have a Weighted Average Life to Maturity not shorter than the then-remaining Weighted Average Life to Maturity of the Initial Revolving Credit Facility at the time of incurrence of such Incremental Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
Loan and (D) shall subject to clauses (B) and (C) of the proviso to this Section 2.16(e)(ii) set forth above, have an Applicable Rate, fees, customary amortization and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization customary mandatory prepayments determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to providing such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsLoan.
Appears in 2 contracts
Sources: Credit Agreement (ironSource LTD), Credit Agreement (ironSource LTD)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower Borrower, the Administrative Agent and the applicable Incremental Lenders providing such Incremental Commitments, . In any event:
(i) any Incremental Commitments with respect to a Revolving Commitment Increase shall be on terms and except as otherwise set forth herein, conditions identical to the Class of Revolving Commitments being increased;
(ii) to the extent not consistent with identical to the Term Loans, each Loans existing on the Incremental Facility Closing Date (i) have covenants Date, any Incremental Term Loan Commitments and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Incremental Term Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material shall be on terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental CommitmentTerm Loans and Incremental Term Loan Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding the existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) credit facilities hereunder); provided that the Incremental Term Loans:
(A) shall (x) rank pari passu or junior in right of payment and of security with the then-existing Term Loans and (and to y) have no obligors other than the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredLoan Parties,
(B) shall not mature earlier than the Latest latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term LoansLoans (except that any Term Loan Increase shall have the same Maturity Date as the Class of Term Loans being increased),
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial then-existing Term Loans),
(D) subject to clauses (e)(ii)(B) and (e)(ii)(C) above, shall have an Applicable Rate, fees and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Lenders providing the Incremental Term LendersLoan, and
(E) the Incremental Term Loans may participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 2 contracts
Sources: Receivables Funding and Administration Agreement (Synnex Corp), Credit Agreement (Synnex Corp)
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the substantially identical to any Class of Term LoansLoans or Revolving Commitments, as applicable, each existing on the Incremental Facility Refinancing Closing Date Date, shall be consistent with clauses (i) have covenants or (ii) below, as applicable, and events of default that in the good faith determination of the Borrower are not materially less favorable otherwise shall be (when taken as a whole) not materially more favorable (as reasonably determined by the Borrower and conclusively evidenced by a certificate of the Borrower) to the Borrower Refinancing Lenders than the covenants and events of default of the Loan Documents those applicable to such Class (when taken as a whole) being refinanced (provided that a certificate except for (1) covenants or other provisions applicable only to periods after the Maturity Date (as of the Borrower as applicable Refinancing Closing Date) of such Class being refinanced, (2) pricing, fees, rate floors, optional prepayment, redemption terms and (3) subject to the satisfaction of such requirement delivered at least five (5) Business Days prior immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant); provided that, notwithstanding anything to the incurrence of contrary herein, if any such Indebtednessterms, together with a reasonably detailed description provisions and documentation of the material terms Refinancing Term Loans and conditions of Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, contains a Previously Absent Financial Maintenance Covenant, such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), Previously Absent Financial Maintenance Covenant shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive included for the benefit of each other Loan or Commitment of such more restrictive terms Class (provided, however, that if (I) the applicable Refinanced Debt includes a revolving tranche and a Refinancing Revolving Commitment is to be provided (whether or not the documentation therefor includes any other facilities) and (yII) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any applicable Previously Absent Financial Maintenance Covenant is a financial maintenance covenant is added solely for the benefit of Revolving Loans thereunder, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentTerm Loans hereunder). In any event:
(i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Closing Date, shall rank pari passu or junior in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRefinanced Debt,
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Refinanced Debt on the date of incurrence of such Refinancing Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity except by virtue of amortization or prepayment of the Initial Term LoansRefinanced Debt prior to the time of such incurrence),
(DC) shall have an Applicable RateMargin and, and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders, and,
(D) shall not be subject to any guarantee by any Person other than a Credit Party and shall not include any borrower other than the Borrower hereunder,
(E) in the Incremental case of any Refinancing Term Loans secured on a pari passu basis with the Initial Term Loans, may provide for the ability to participate on a pro rata basis basis, or on a less than pro rata basis (but not on a greater than pro rata basis) ), in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Refinancing Amendment., and
(F) (I) shall rank pari passu in right of payment with the Obligations under the then existing Term Loans and Revolving Loans and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured; and
(ii) [Reserved].the Refinancing Revolving Commitments and Refinancing Revolving Loans:
(iiiA) (I) shall rank pari passu in right of payment with the amortization schedule Obligations and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured,
(B) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Maturity Date with respect to the Refinanced Debt,
(C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Commitments after the associated Refinancing Closing Date shall be made on a pro rata basis with all other Revolving Commitments,
(D) subject to the provisions of Section 2.3(c) to the extent dealing with Letters of Credit which mature or expire after a Maturity Date when there exists Refinancing Revolving Commitments with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments existing on the Refinancing Closing Date (and except as provided in Section 2.3(c), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued),
(E) in the case of any Refinancing Revolving Commitments secured on a pari passu basis with the Revolving Commitments, shall provide that the permanent repayment of Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Commitments after the associated Refinancing Closing Date shall be made on a pro rata basis, or on a less than (but not greater than, except that Refinancing Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement,
(F) shall provide that assignments and participations of Refinancing Revolving Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Refinancing Closing Date,
(G) shall provide that any Incremental Loans and Refinancing Revolving Commitments may constitute a separate Class or Classes, as the All-In Yield case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Term Loans of each Class Refinancing Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Refinancing Revolving Commitments and any original Revolving Commitments) which have more than two (2) different Maturity Dates unless otherwise agreed to by the Administrative Agent,
(H) shall have an Applicable Margin determined by the Borrower and the applicable new Lenders Refinancing Revolving Lenders, and
(I) shall not be subject to any guarantee by any Person other than a Credit Party and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to not include any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater borrower other than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsBorrower hereunder.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Concordia Healthcare Corp.), Credit and Guaranty Agreement (Concordia Healthcare Corp.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, Commitments and except as otherwise set forth herein, to the extent not consistent with the Closing Date Term LoansLoans or Closing Date Revolving Facility, each as applicable, existing on the Incremental Facility Closing Date (i) have covenants and events of default that in Date, shall either, at the good faith determination option of the Borrower are Borrower, (A) be reasonably satisfactory to the Required Lenders, (B) be not materially less favorable more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole) to the Borrower , than the covenants and events of default terms of the Loan Documents Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except, in each case under this clause (when taken as a wholeB), with respect to (x) covenants (provided that a certificate including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period after the Latest Maturity Date of the Borrower Closing Date Term Loans or Closing Date Revolving Facility, as to the satisfaction of such requirement delivered at least five (5) Business Days applicable, in effect immediately prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Incremental Term Loans receive and Incremental Term Commitments or the benefit of such more restrictive terms Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be or (y) a Previously Absent Financial Maintenance Covenant (so long as, (i) to the extent that any such provisions apply after terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility, and (ii) to the extent that any such terms of any Incremental Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Term Loan Facility and the Delayed Draw Term Loan Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans and Delayed Draw Term Loans or shall otherwise be (C) contain such terms, provisions and documentation as are reasonably satisfactory to the Administrative Agent and the Specified Representative (it being understood or in the case of the Revolving Facility, solely to the extent that such terms, provisions and documentation with respect to the Revolving Facility would require consent of any Class of Lenders other than the Revolving Lenders under Section 10.01) (provided that, at the Borrower’s election, to the extent any financial maintenance covenant term or provision is added for the benefit of any such (i) the Lenders of Incremental CommitmentTerm Loans or Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent or any of the Lenders Lender to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) term or provision is also added added, or the features of such term or provision are provided, for the benefit of any corresponding existing Facility, the Lenders of the Closing Date Term Loans and the Delayed Draw Term Loan Facility or (ii) the Lenders under Incremental Revolving Commitments, no consent shall otherwise be reasonably satisfactory required from the Administrative Agent and the Specified Representative unless the addition of such term or provision (or the provision of the features thereof) to the Revolving Facility would require the consent of any Class of Lenders other than the Revolving Lenders under Section 10.01, in which case the consent of the Administrative AgentAgent and the Specified Representative shall be required or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date (provided that, if such Incremental Term Loans are intended to be “fungible” with the Closing Date Term Loans, notwithstanding any other conditions specified in this Section 2.14(5), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Administrative Agent to provide that such Incremental Term Loans will be (or will be deemed to be) “fungible” with the Closing Date Term Loans). In any event:
(ia) the Incremental Term Loans:
(Ai) (I) shall rank pari passu equal or junior in priority in right of payment with the First Lien Obligations under this Agreement and (II) shall either (A) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the Term Loans (First Lien Obligations under this Agreement and shall be subject to the extent subordinated in right of payment applicable Intercreditor Agreement or security, subject to other intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall (B) be unsecured, in each case as applicable pursuant to Section 2.14(4)(c) above,
(Bii) shall not mature earlier than the Latest Original Term Loan Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term LoansDate,
(Ciii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Closing Date Term Loans (without giving effect to prior prepayments that would otherwise modify on the Weighted Average Life to Maturity date of the Initial incurrence of such Incremental Term Loans),
(Div) shall have an Applicable Rate, and subject to clauses clause (e)(i)(B) and (e)(i)(C5)(a)(iii) above and clause (e)(iii5)(b) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders; provided, and
(Ethat if such Incremental Term Loans are intended to be “fungible” with the Closing Date Term Loans notwithstanding any other conditions specified in this Section 2.14(5)(a), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by the Borrower and the Administrative Agent to provide that the Incremental Term Loans will be (or will be deemed to be) “fungible” with the Closing Date Term Loans; provided further that any Incremental Term Loans that are junior in priority of right of security to the Obligations or unsecured shall not have amortization prior to the Latest Maturity Date of the Closing Date Term Loans,
(v) (A) to the extent secured by Liens on the Collateral on a pari passu basis with the First Lien Obligations (but without regard to the control of remedies), may participate on a pro rata basis or less than a pro rata basis (but not on a greater than a pro rata basis) in any mandatory prepayments of Term Loans hereunder, except that, unless otherwise restricted under this Agreement, such Incremental Term Loans may participate on greater than a pro rata basis as compared to any later maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (c)(i) as specified in the applicable Incremental Amendment and (B) may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.,
(vi) shall be denominated in Dollars, subject to the consent of the Administrative Agent and the Specified Representative (not to be unreasonably withheld, delayed or conditioned), another currency as determined by the Borrower and the applicable Incremental Term Lenders,
(vii) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, and
(viii) in the case of Incremental Term Loans that are secured, the obligations in respect thereof shall not be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral; provided that Incremental Term Loans may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long term Indebtedness (so long as such credit facility includes customary “rollover provisions” that satisfy the requirements of clauses (ii) and (iii) above following such rollover), in which case, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clauses (ii) and (iii) above shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions;
(b) the Incremental Revolving Commitments and Incremental Revolving Loans:
(i) (I) shall rank equal or junior in priority in right of payment with the First Lien Obligations under this Agreement and (II) shall either (A) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement and shall be subject to the applicable Intercreditor Agreement or other intercreditor arrangements reasonably satisfactory to the Revolver Agent or (B) be unsecured, in each case as applicable pursuant to Section 2.14(4)(c) above,
(ii) [Reserved].shall not mature earlier than the Original Revolving Facility Maturity Date, and shall not be subject to amortization,
(iii) except as set forth in clause (v) below, shall provide that the amortization schedule borrowing and repayment (other than permanent repayment) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date,
(iv) subject to the provisions of Section 2.03(12) and 2.04(7) in connection with Letters of Credit and Swing Line Loans, respectively, which mature or expire after a Maturity Date at any time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall provide that all Letters of Credit and Swing Line Loans shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the Incremental Facility Closing Date (and except as provided in Sections 2.03(12) and 2.04(7), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit and Swing Line Loans theretofore incurred or issued),
(v) shall provide that the permanent repayment of Revolving Loans in connection with a termination of Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the Maturity Date of any Incremental Revolving Commitments and (B) repayments made in connection with any refinancing of Incremental Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Incremental Revolving Commitments), in each case, with all other Revolving Commitments existing on such Incremental Facility Closing Date,
(vi) shall provide that assignments and participations of Incremental Revolving Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Incremental Facility Closing Date,
(vii) shall provide that any Incremental Loans Revolving Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Revolver Agent,
(viii) shall have an Applicable Rate determined by the Borrower and the All-In Yield applicable Incremental Revolving Lenders,
(ix) shall be denominated in Dollars or, subject to the consent of the Revolver Agent (not to be unreasonably withheld, delayed or conditioned), another currency as determined by the Borrower and the applicable Incremental Revolving Lenders,
(x) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors,
(xi) in the case of Incremental Revolving Commitments and Incremental Revolving Loans that are secured, the obligations in respect thereof shall not be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral; and
(xii) shall not exceed an amount such that, after giving effect thereto, the aggregate principal amount of all Incremental Revolving Commitments and Permitted Incremental Equivalent Debt constituting revolving commitments exceeds the greater of (a) $25,000,000 and (b) 30% of Consolidated EBITDA of the Borrower and the Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis) (the “Available Incremental Revolver Cap”); provided that Incremental Revolving Commitments and Incremental Revolving Loans may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long term indebtedness (so long as such credit facility includes customary “rollover provisions” that satisfy the requirements of clause (ii) above following such rollover), in which case, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clause (ii) above shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions; provided further that on the date of effectiveness of any Incremental Revolving Commitments, the L/C Sublimit and/or Swing Line Sublimit, as applicable, shall increase by an amount, if any, agreed upon by the Required Revolver Lenders, the Borrower and the relevant Issuing Banks and/or the Swing Line Lender, as applicable.
(c) the Applicable Rate and fees applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitmentsthat (I) is secured by the Collateral and ranks equal in priority of right of security with the First Lien Obligations under this Agreement (but without regard to the control of remedies) and (II) is in the form of Dollar-denominated term loans or notes (other than in the form of a bona fide widely placed Rule 144A high-yield bond offering), in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans determined as of the Incremental Facility Closing Date shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Closing Date Term Loans, as applicable, by more than plus 50 basis points per annum (unless the amount of such excess, the “Yield Differential”) then the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Adjusted Term SOFR or Base Rate floor) with respect to each Class of the Closing Date Term Loans and Delayed Draw Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Closing Date Term Loans and Delayed Draw Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans, shall be increased by minus 50 basis points per annum (it being understood and agreed that any increase in All-In Yield on the applicable Yield Differential; provided, further that, if any Incremental Closing Date Term Loans include a Eurocurrency and Delayed Draw Term Loans due to the application of an Adjusted Term SOFR or Base Rate floor that is greater than on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurocurrency Adjusted Term SOFR or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.suc
Appears in 2 contracts
Sources: Credit Agreement (LifeStance Health Group, Inc.), Credit Agreement (LifeStance Health Group, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsCommitments (and for the avoidance of doubt, and no consent of the Administrative Agent shall be required except as otherwise set forth herein, to the extent not consistent with affecting the Term Loansrights and duties of, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (or any fees or other amounts payable to, such Administrative Agent); provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of any such Incremental CommitmentLoans, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also shall be added for the benefit of any corresponding existing the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and subject to the extent subordinated in right of payment or securityPermitted Earlier Maturity Indebtedness Exception, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the Latest Maturity Date of any the Initial Term Loans; provided that Incremental Term Loans outstanding at (x) incurred for purposes of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilities, so long as the time long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of incurrence this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of such Incremental Term Loansthe Revolving Credit Commitments,
(CB) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans; provided that Incremental Term Loans (without giving effect x) incurred for purposes of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilities, so long as the long-term Indebtedness into which such customary bridge facilities are to prior prepayments be converted or exchanged satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that would otherwise modify the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans)Revolving Credit Commitments,
(DC) shall have an Applicable Rate, and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and,
(ED) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; and
(E) shall be available in any Approved Currency,
(ii) [Reserved].the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans, as applicable, Loans by more than 50 100 basis points per annum (the amount of such excessexcess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the applicable Initial Terms Loans plus 100 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, with the Eurocurrency Rate or Base Rate floor, as applicable) with respect to each Class of the applicable Initial Term Loans, Loans shall be increased by the applicable Yield DifferentialDifferential (this proviso, the “MFN Protection”); providedprovided further that notwithstanding the foregoing, further thatthe MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, if any Incremental Term Loans include a Eurocurrency as applicable or Base Rate floor that is greater consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included Borrower in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsgood faith).
Appears in 2 contracts
Sources: Credit Agreement (Medline Inc.), Credit Agreement (Medline Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower Borrower, the Administrative Agent and the applicable Incremental Lenders providing such Incremental Commitments, . In any event:
(i) any Incremental Commitments with respect to a Revolving Commitment Increase shall be on terms and except as otherwise set forth herein, conditions identical to the Class of Revolving Commitments being increased;
(ii) to the extent not consistent with identical to the Term Loans, each Loans existing on the Incremental Facility Closing Date (i) have covenants Date, any Incremental Term Loan Commitments and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Incremental Term Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material shall be on terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental CommitmentTerm Loans and Incremental Term Loan Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding the existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) credit facilities hereunder); provided that the Incremental Term Loans:
(A) shall (x) rank pari passu or junior in right of payment and of security with the then-existing Term Loans and (and to y) have no obligors other than the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredLoan Parties,
(B) shall not mature earlier than the Latest latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term LoansLoans (except that any Term Loan Increase shall have the same Maturity Date as the Class of Term Loans being increased),
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial then-existing Term Loans),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(Be)(ii)(B) and (e)(i)(Ce)(ii)(C) above and clause (e)(iii) below, shall have an Applicable Rate and amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].; and
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the then-existing Term Loans, as applicable, by more than 50 basis points plus 0.50% per annum (the amount of such excess, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to the then-existing Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on each outstanding Class of Term Loans, shall be increased by to equal the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor then applicable to the existing Incremental Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsminus 0.50%.
Appears in 2 contracts
Sources: Credit Agreement (Synnex Corp), Credit Agreement (Synnex Corp)
Required Terms. The terms, provisions and documentation of (i) the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Loans and Incremental Term Commitments, and as applicable(and, for the avoidance of doubt, without requiring the consent or acknowledgment of the Administrative Agent or any Lender); provided that, except as otherwise set forth herein, to the extent not consistent with the Initial Term Loans, each Loans existing on the Incremental Facility Closing Date Date, shall be reasonably satisfactory to Administrative Agent (i) have except for covenants and events terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of default such Incremental Amendment) (it being understood that in the good faith determination of the Borrower terms or conditions set forth therein that are not materially less favorable (when taken as a whole) to the Borrower more restrictive than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined set forth in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), Agreement shall be conclusive unless deemed to be reasonably satisfactory to the Administrative Agent notifies if the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Initial Term Loans receive the benefit of such more restrictive terms or (yconditions, as applicable) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments (other than upfront fees or similar economic terms) shall otherwise be reasonably satisfactory substantially identical to Administrative Agentthe terms, provisions and documentation of the Revolving Credit Facility (subject to Section 2.14(i)). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Initial Term Loans,
(CB) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(DC) shall have an Applicable Rate, and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(ED) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.;
(ii) [Reservedreserved].; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 2 contracts
Sources: Credit Agreement (Apria, Inc.), Credit Agreement (Apria, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term LoansLoans or Revolving Credit Commitments, each as applicable, existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to the Administrative Agent Agent; provided that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the extent any financial maintenance covenant is added for lenders providing the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders Loan Increase) to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for applicable Term Loans being increased, in each case, as existing on the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentIncremental Facility Closing Date. In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior equal in priority in right of payment and of security with the Initial Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRevolving Credit Loans under the Initial Revolving Credit Facility,
(B) shall not mature earlier than the Latest Maturity Date of any the Term Loans outstanding at as of the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans, except (without giving effect 1) by virtue of amortization or prepayment of Term Loans prior to prior prepayments that would otherwise modify the time of such incurrence or (2) to the extent the remaining Weighted Average Life to Maturity of the Initial Term Loans (and any previous Incremental Term Loans)) is shortened to match or be shorter than the Weighted Average Life to Maturity of the Incremental Term Loans pursuant to the Incremental Amendment executed by the Borrower, each Incremental Lender and the Administrative Agent with respect to such Incremental Term Loans,
(D) shall have an Applicable RateMargin, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,
(E) shall have an amortization schedule applicable to any Incremental Term Loans on the same terms as for the Initial Term Loans, unless the amortization schedule for the Initial Term Loans (and any previous Incremental Term Loans) is increased to match (on a percentage basis of the applicable initial term loan amount) the amortization schedule applicable to such Incremental Term Loans pursuant to the Incremental Amendment executed by the Borrower, each Incremental Lender and the Administrative Agent with respect to such Incremental Term Loans, and
(EF) the Incremental Term Loans may participate on a non-pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunderunder Section 2.10(a) or Section 2.10(c)), as specified in the applicable Incremental Amendment, but not on greater than a pro rata basis than the Initial Term Loans.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any Term Loans, as applicable, by more than Loan plus 50 basis points per annum (the amount of such excess, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Eurodollar or Base Rate floor) with respect to each Class of such Term Loans, shall be Loan is increased by so as to cause the then applicable All-In Yield Differential; provided, further that, if any under this Agreement on such Loan to equal the All-In Yield then applicable to the Incremental Term Loans include minus 50 basis points; provided that any increase in All-In Yield to such Term Loan due to the application of a Eurocurrency Eurodollar or Base Rate floor that is greater than the Eurocurrency on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurodollar or Base Rate floor applicable to any existing Class of such Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause Loan.
(iii) but only the Incremental Revolving Credit Commitments:
(A) shall rank equal in priority in right of payment and of security with the Initial Term Loans and the Revolving Credit Loans under the Initial Revolving Credit Facility;
(B) shall not mature earlier than the Revolving Credit Maturity Date as of the time of incurrence of such Incremental Revolving Credit Commitments, and
(C) shall be subject to the extent an increase in same terms and conditions as the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunderRevolving Credit Facility (and be deemed added to, and in such case made part of, the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsRevolving Credit Facility).
Appears in 2 contracts
Sources: Credit Agreement (New Media Investment Group Inc.), Credit Agreement (New Media Investment Group Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the identical to any Class of Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date Date, shall be consistent with clauses (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall below, as applicable, and otherwise be reasonably satisfactory to the Administrative Agent. In any event:
(i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu or junior in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRefinanced Debt,
(B) as of the Refinancing Facility Closing Date, shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans)Refinanced Debt,
(DC) shall have an Applicable RateRate and Eurocurrency Rate or Base Rate floor (if any), and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders, and,
(D) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s),
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y) or any voluntary prepayments of any Class of Term Loans with an earlier Maturity Date than any other Classes of Term Loans)) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified or if junior in right of security, shall be on a junior basis with respect thereto,
(F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and
(G) (I) shall rank pari passu or junior in right of payment with the Obligations under Term Loans and Revolving Credit Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis (and, if applicable, subject to a Subordination Agreement and/or the Second Lien Intercreditor Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable Incremental Amendment.agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Borrower and the Administrative Agent); and
(ii) [Reserved].the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans:
(iiiA) (I) shall rank pari passu or junior in right of payment with the amortization schedule Obligations under the Term Loans and Revolving Credit Loans that are senior in right of payment and (II) shall rank pari passu in right of security with the Obligations under the Term Loans and Revolving Credit Loans that are secured on a first lien basis,
(B) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt,
(C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date,
(D) may be elected to be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the consent of the Swing Line Lender and each L/C Issuer, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Refinancing Amendment, provided, such election may be made conditional upon the termination of one or more other Participating Revolving Credit Commitments,
(E) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments,
(F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to any Incremental Revolving Credit Commitments and Revolving Credit Loans then existing on the Refinancing Facility Closing Date,
(G) shall have an Applicable Rate and the All-In Yield applicable to the Incremental Term Loans of each Class shall be Eurocurrency Rate or Base Rate floor (if any) determined by the Borrower and the applicable new Lenders Refinancing Revolving Credit Lenders,
(H) shall have fees determined by the Borrower and the applicable Refinancing Revolving Credit Commitment arranger(s), and
(I) shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on not have a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater principal amount of Commitments than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the principal amount of such excessthe Commitments of the Refinanced Debt and accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsrefinancing.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Portillo's Inc.), First Lien Credit Agreement (Portillo's Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such (A) Incremental CommitmentTerm Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any corresponding existing Facility, of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and (ii) shall otherwise be reasonably satisfactory to Administrative Agentis remaining outstanding after the effectiveness of such Incremental Amendment). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and subject to the extent subordinated in right of payment or securityPermitted Earlier Maturity Indebtedness Exception, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Initial Term Loans,
(CB) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(DC) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.clauses
Appears in 2 contracts
Sources: Credit Agreement (Alight Inc. / DE), Credit Agreement (Alight Inc. / DE)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such (A) Incremental CommitmentTerm Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any corresponding existing Facility, of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and (ii) shall otherwise be reasonably satisfactory to Administrative Agentis remaining outstanding after the effectiveness of such Incremental Amendment). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and subject to the extent subordinated in right of payment or securityPermitted Earlier Maturity Indebtedness Exception, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Initial Term Loans,
(CB) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(DC) shall have an Applicable Rate, and subject to clauses (e)(i)(B(e)(i)(A) and (e)(i)(C(e)(i)(B) above and clause (e)(iii(e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(ED) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class;
(ii) [Reserved].the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (1) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (1) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under (other than in respect of up to $415,000,000 (the “MFN Trigger Amount”) in an aggregate principal amount of Incremental Term Loan CommitmentsLoans as designated in writing by the Borrower to the Administrative Agent) under any Incremental Term Commitments with a maturity date prior to the date that is 24 months after the Maturity Date of the Initial Term Loans, in each case that are secured on a pari passu basisbasis with the Initial Term Loans and established on or prior to the date that is 12 months after the Closing Date, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such Initial Term Loans, as applicable, Loans by more than 50 75 basis points per annum (the amount of such excessexcess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the Initial Terms Loans plus 75 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, with the Eurocurrency Rate or Base Rate floor) with respect to each Class of the Initial Term Loans, the First Incremental Term Loans and the Second Incremental Term Loans shall be increased by the applicable Yield Differential; providedDifferential (this proviso, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors“MFN Protection”).
Appears in 2 contracts
Sources: Credit Agreement (Alight, Inc. /DE), Credit Agreement (Alight, Inc. / Delaware)
Required Terms. The terms, provisions and documentation of the any Incremental Term Loans and Incremental Term Commitments, as the case may be, of any Class Commitments shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsCommitments (and for the avoidance of doubt, and no consent of any Agent shall be required except as otherwise set forth herein, to the extent not consistent with affecting the Term Loansrights and duties of, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (or any fees or other amounts payable to, such Agent); provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of any such Incremental CommitmentCommitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also shall be added for the benefit of any corresponding existing the Revolving Credit Facility that then benefits from such financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent). In any event:
(i) the Incremental Term LoansLoans and Incremental DDTLs:
(A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and subject to the extent subordinated in right of payment or securityPermitted Earlier Maturity Indebtedness Exception, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Initial Term Loans,
(CB) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify in the Weighted Average Life to Maturity case of Incremental DDTLs, only upon the Initial Term Loansfunding of such DDTLs),
(DC) shall have an Applicable Rate, and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders or Incremental DDTL Lenders, as applicable, and
(ED) the Incremental Term Loans and Incremental DDTLs may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a greater than pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class;
(ii) [Reserved].the terms of the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be reasonably satisfactory to the Administrative Agent or as otherwise agreed between the Borrower and the Incremental Revolving Lenders; provided that (i) if any more restrictive financial maintenance covenant is added for the benefit of any Incremental Facility, such provisions shall also be applicable to the Revolving Credit Commitments and the Revolving Loans (except to the extent such financial maintenance covenant applies only to periods after the Latest Maturity Date of the Revolving Credit Facility) and (ii) notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature, require scheduled amortization or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Facility (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Facility and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Facility after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and Incremental DDTLs and the All-In Yield applicable to the Incremental Term Loans, Incremental DDTLs or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans, Incremental DDTLs or Incremental Revolving Credit Commitments, as applicable, and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such any Incremental Term Loans that (1) is established on or prior the date that is 6 months after the Closing Date, (2) is in the form of broadly syndicated floating rate loans denominated in US dollars, (3) does not constitutes term A loan facilities or customary bridge facilities (in each case as determined by the Borrower in good faith), (4) is secured by the Collateral on a pari passu basis with the Initial Term Loans, (5) is initially incurred pursuant to the Incurrence-Based Incremental Amount (and, for the avoidance of doubt, not by way of any reclassification from the Free and Clear Incremental Amount to the Incurrence-Based Incremental Amount set forth in clause (c) above), (6) is incurred other than for the purpose of financing an acquisition or other permitted investment and (7) matures on or prior to the maturity date of the Initial Term Loans shall be greater than the then highest applicable All-In Yield payable pursuant to the terms of this Agreement with respect to any Initial Term Loans hereunder as amended through the date of such calculation with respect to such applicable Initial Term Loans, as applicable, Loans by more than 50 100 basis points per annum (the amount of such excessexcess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the applicable Initial Term Loans plus 100 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, with the Eurocurrency Rate or Base Rate floor, as applicable) with respect to each Class of the applicable Initial Term Loans, Loans shall be increased by the applicable Yield Differential; provided, provided further that, if any that the incurrence of Incremental Term Loans include a Eurocurrency in an aggregate outstanding principal amount equal to or Base Rate floor that is greater less than the Eurocurrency or Base Rate floor applicable greater of (x) $68,000,000 and (y) 100% of the LTM Consolidated EBITDA shall not be subject to any existing Class of Term Loans, such differential between interest rate floors shall be included the provisions in the calculation of All-In Yield for purposes of this clause immediately preceding proviso (iii) but only to the extent an increase in two provisos above, the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors“MFN Protection”).
Appears in 2 contracts
Sources: Credit Agreement (Legence Corp.), Credit Agreement (Legence Corp.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class shall be as agreed between the US Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term LoansLoans or Revolving Commitments, each as applicable, existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood provided that (x) the terms of any Incremental Term Loans and Incremental Term Commitments established pursuant to a Term Loan Increase shall be identical to the extent any financial maintenance covenant is added for terms of the benefit Term Loans of the applicable Class being so increased and (y) the terms of any such Incremental Commitment, no consent Revolving Loans and Incremental Revolving Commitments established pursuant to a Revolving Commitment Increase shall be required from identical to the Administrative Agent or any terms of the Lenders to Revolving Loans and Revolving Commitments of the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agentapplicable Class being so increased). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Revolving Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredTerm Loans;
(B) shall not mature earlier than the Latest Maturity Date of any Loans or Commitments outstanding at the time of incurrence of such Incremental Term Loans;
(C) shall have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),;
(D) subject to Section 2.26(e)(i)(B) and Section 2.26(e)(i)(C) above and Section 2.26(e)(iii) below, shall have an Applicable Rate, applicable rate and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the US Borrower and the applicable Incremental Term Lenders, ; and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.;
(ii) [Reserved].the Incremental Revolving Commitments and Incremental Revolving Loans shall be identical to the Revolving Commitments and the Revolving Loans, other than as to their Maturity Date and as set forth in this Section 2.26(e)(ii); provided that, notwithstanding anything to the contrary in this Section 2.26 or otherwise:
(A) any such Incremental Revolving Commitments or Incremental Revolving Loans shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans;
(B) any such Incremental Revolving Commitments or Incremental Revolving Loans shall not mature earlier than the Latest Maturity Date of any Loans or Commitments outstanding at the time of incurrence of such Incremental Revolving Commitments;
(C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to Section 2.26(e)(ii)(E) below)) of Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Commitments on the Incremental Facility Closing Date;
(D) all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Revolving Percentage on the Incremental Facility Closing Date; and
(E) the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Commitments on the Incremental Facility Closing Date, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class;
(iii) subject to the foregoing, the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the US Borrower and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments or Incremental Revolving Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans or Incremental Revolving Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any existing Class of Term Loans or Revolving Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) ), then the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to each such existing Class of Term Loans or Revolving Loans, as applicable, shall be increased by the applicable Yield Differential; provided, further further, that, if any Incremental Term Loans or Incremental Revolving Loans, as applicable, include a Eurocurrency Rate or Base Rate floor that is greater than the Eurocurrency Rate or Base Rate floor applicable to any existing Class of Term Loans or Revolving Loans, as applicable, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) ), but only to the extent an increase in the Eurocurrency Rate or Base Rate Floor floor applicable to the existing Class of Term Loans or Revolving Loans, as applicable, would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency Rate and Base Rate floors (but not the Applicable Rateapplicable rate) applicable to the such existing Class of Term Loans and Revolving Loans, as applicable, shall be increased to the extent of such differential between interest rate floors; and
(iv) the establishment of Incremental Commitments and Incremental Loans shall be subject to the limitations set forth in the last sentence of the definition of “Class”.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Compass Minerals International Inc), Credit Agreement (Compass Minerals International Inc)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not consistent with the identical to any Class of Term Loans, each Loans existing on the Incremental Facility Closing Date Date, shall be consistent with clause (i) have covenants and events of default below or otherwise reasonably satisfactory to the Administrative Agent; provided that in the good faith determination case of a Term Loan Increase, the Borrower are not materially less favorable terms, provisions and documentation of such Term Loan Increase shall be identical (when taken as a wholeother than with respect to upfront fees, OID or similar fees) to the Borrower Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. The terms, provisions and documentation of an Incremental Revolving Credit Commitment shall be identical (other than the covenants and events of default of the Loan Documents (when taken as a wholewith respect to upfront fees or similar fees) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to Revolving Credit Commitments being increased, in each case, as existing on the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentFacility Closing Date. In any event:
(i) the Incremental Term Loans:
(A) (I) shall rank pari passu or junior in right of payment with the Obligations, (II) shall be incurred by the Borrower and guaranteed by the Guarantors and (III) shall be secured by the Collateral and shall rank pari passu in right of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredObligations,
(B) as of the Incremental Amendment Date, shall not mature have a final scheduled maturity date earlier than the Latest Maturity Date of the Term A Loans or any Extended Term Loans outstanding at as to which the time of incurrence of such Incremental Term LoansA Loans were the Existing Term Loan Tranche,
(C) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term A Loans),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above above, final maturity and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Rate, final maturity and amortization for a Term Loan Increase shall be the Applicable Rate, final maturity and amortization for the Class being increased,
(E) shall have fees determined by the Borrower and the applicable Incremental Term Loan arranger(s), and
(EF) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].the Incremental Revolving Credit Commitments:
(iiiA) (I) shall rank pari passu in right of payment with the amortization schedule applicable to any Obligations, (II) shall be incurred by the Borrower and guaranteed by the Guarantors and (III) shall be secured by the Collateral and shall rank pari passu in right of security with the Obligations,
(B) [reserved],
(C) on the Incremental Facility Closing Date all Swing Line Loans and the All-In Yield applicable to the Incremental Term Loans Letters of each Class Credit shall be participated on a pro rata basis by all Revolving Credit Lenders in accordance with their percentage of the Revolving Credit Commitments existing after giving effect to such Incremental Revolving Credit Commitments, provided, that in connection with such election the Swing Line Lender or the L/C Issuer may, in their sole discretion and with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), agree in the applicable Incremental Amendment to increase the Swing Line Sublimit or the Letter of Credit Sublimit so long as such increase does not exceed the amount of the additional Revolving Credit Commitments,
(D) [reserved],
(E) [reserved], and
(F) shall have fees determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsRevolving Credit Commitment arranger(s).
Appears in 2 contracts
Sources: First Amendment to Credit Agreement (Portillo's Inc.), First Amendment to Credit Agreement (Portillo's Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, identical to any Class of Loans each existing on the Incremental Refinancing Facility Closing Date Date, shall be consistent with clauses (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall below, as applicable, and otherwise be reasonably satisfactory to the Administrative Agent. In any event:
(i) the Incremental Term Refinancing Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu or junior in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRefinanced Debt,
(B) as of the Refinancing Facility Closing Date, shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans)Refinanced Debt,
(DC) shall have an Applicable RateRate and Eurocurrency Rate or Base Rate floor (if any), and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Term Refinancing Lenders, and,
(D) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s),
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y) or any voluntary prepayments of any Class of Loans with an earlier Maturity Date than any other Classes of Loans)) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified or if junior in right of security, shall be on a junior basis with respect thereto,
(F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and
(G) (I) shall rank pari passu or junior in right of payment with the Obligations under Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under the Initial Loans and other Loans that are required to be secured on a pari passu basis with the Initial Loans (and, if applicable, subject to a Subordination Agreement and/or a Third Lien Intercreditor Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable Incremental Amendment.agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Borrower and the Administrative Agent); and
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Portillo's Inc.), Second Lien Credit Agreement (Portillo's Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Term Commitments, ; provided that:
(i) the terms of any Term Loan Increase and except as otherwise set forth herein, the Incremental Term Commitments and Incremental Term Loans in respect thereof shall be identical to the extent applicable Class of Term Loans and constitute part of the same Class of Term Loans;
(ii) in respect of all other Incremental Term Loans:
(A) such Incremental Term Loans shall rank pari passu in right of payment and of security with the Initial Term Loans,
(B) such Incremental Term Loans shall not consistent with mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) such Incremental Term Loans shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Term Loans),
(D) such Incremental Term Loans shall have an Applicable Rate, each existing on and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(i)(I) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,
(E) the Incremental Facility Closing Date Term Loans may participate on a pro rata basis or less than pro rata basis (ibut not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment,
(F) the Incremental Term Loans shall otherwise have terms and conditions, covenants or other provisions (other than, subject to the other provisions of this Section 2.14, pricing, rate floors, discounts, fees, premiums and events of default optional prepayment or redemption provisions) that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants terms and events of default conditions of the Loan Documents (when taken as a whole) (); provided that a certificate of the Borrower as to the satisfaction of such requirement the conditions described in this subclause (F) delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause subclause (DF), shall be conclusive unless the Administrative Agent (acting at the direction of the Required Lenders) notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date at the time of incurrence of such Indebtedness or shall otherwise be reasonably satisfactory to the Administrative Agent (it being understood that to acting at the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any direction of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term LoansRequired Lenders),
(DG) (I) there shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by be no borrower in respect of any Incremental Term Loans other than the Borrower and the applicable Incremental Term Lenders, and
(EII) there shall be no other obligor or guarantor in respect of the Incremental Term Loans may participate on other than a pro rata basis or less than pro rata basis Guarantor;
(but not on a greater than pro rata basisH) in any voluntary or mandatory prepayments of no Incremental Term Loans hereunder, as specified in the applicable Incremental Amendment.shall be secured by any assets that do not constitute Collateral; and
(ii) [Reserved].
(iiiI) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, provided that with respect to any Loans under Incremental Term Loan Commitments, in each case Commitments that are secured by the Collateral on a pari passu basisbasis with the Initial Term Loans with a maturity date that is less than 12 months after the Initial Term Loan Maturity Date, (I) if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such Initial Term Loans, as applicable, Loans by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) ), then the interest rate (together with, as provided in the proviso below, the Eurocurrency Term SOFR or Base Rate floor) with respect to each Class of the Initial Term Loans, Loans shall be increased by the applicable Yield Differential; provided, further provided that, if any Incremental Term Loans include a Eurocurrency Term SOFR or Base Rate floor that is greater than the Eurocurrency Term SOFR or Base Rate floor applicable to any existing Class of the Initial Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency Term SOFR or Base Rate Floor applicable to the existing Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency Term SOFR and Base Rate floors (but not the Applicable Rate, unless the Borrower otherwise elects in its sole discretion) applicable to the existing Initial Term Loans shall be increased to the extent of such differential between interest rate floorsfloors and (II) the prepayment premiums, end of term fees and similar call protection applicable to any Incremental Term Loans, if any, shall not be greater than those applicable to the Initial Term Loans, unless the Initial Term Loans shall also benefit from such prepayment premiums, end of term fees and/or similar call protection (this proviso, the “MFN Protection”); and
(iii) the proceeds of any Incremental Term Loans (including any Term Loan Increase) shall be used solely for Specified Existing Term Loan Exchanges and exchanges of Existing Secured Notes or Existing Unsecured Notes or, in the case of any new money Incremental Term Commitments, to prepay, refinance, repurchase, redeem, satisfy or discharge Existing Term Loans, Existing Secured Notes or Existing Unsecured Notes pursuant to clauses (iv), (x), (xi) or (xii) of Section 7.13(a).
Appears in 2 contracts
Sources: Term Loan Exchange Agreement (iHeartMedia, Inc.), Credit Agreement (iHeartMedia, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Loan Commitments, as the case may be, of any Class Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentLenders. In any event:
(i) the Incremental Term Loans:
(A) (I) shall not be guaranteed by any Person that is not a Guarantor, (II) shall rank pari passu or junior in right of payment and of pari passu or junior with respect to security with the Initial Term Loans (and without regard to control of remedies) or may be unsecured, (III) to the extent secured or subordinated in right of payment or security, shall be subject to intercreditor arrangements reasonably satisfactory an Intercreditor Agreement and (IV) to the Administrative Agent and extent secured, shall not be secured by a Lien on any assets other than a Lien on the BorrowerCollateral (it being agreed that Incremental Term Loans shall not be required to be secured by a Lien on all of the Collateral), or shall be unsecured;
(B) (i) shall not mature earlier than the Latest Maturity Date of any the Initial Term Loans outstanding at the time of incurrence of such Incremental Term Loans,, in the case of any Incremental Term Loan secured by the Collateral on a pari passu basis with the Initial Term Loans and (ii) shall not mature earlier than the date that is 91 days following the Maturity Date of the Initial Term Loans, in the case of any Incremental Term Loan that is secured by the Collateral on a junior basis with the Initial Term Loans or that is unsecured; provided that the requirements set forth in this clause (B) shall not apply to any Incremental Term Loans consisting of an Extendable Bridge Loan;
(C) except for Extendable Bridge Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),;
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(BB) and (e)(i)(CC) above and clause (e)(iii) belowabove, shall have amortization determined by the Borrower and the applicable Incremental Term Lenders; provided that, andif such Incremental Term Loans are to be “fungible” with the Initial Term Loans, notwithstanding any other conditions specified in this Section 2.14(e), the amortization schedule for such “fungible” Incremental Term Commitments may provide for amortization in such other percentage(s) to be agreed by ▇▇▇▇▇▇▇▇ and the Lender Representative to ensure that the Incremental Term Loans will be “fungible” with the Initial Term Loans;
(E) subject to clause (iii) below, shall have an Applicable Rate and other fees and pricing terms determined by the Borrower and the applicable Incremental Term Lenders; and
(F) Incremental Term Loans may participate (x) on a pro rata basis, less than pro rata basis or greater than a pro rata basis, in any voluntary prepayments of Initial Term Loans hereunder and (y) on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Initial Term Loans hereunderhereunder or if such Incremental Term Loans are subordinated in right of security to the Obligations, as specified in the applicable Incremental Amendmenton a junior basis).
(ii) [Reserved].(x) the Incremental Revolving Loan Commitments (x) shall be on the same terms (including maturity date, unused fees and interest rates but excluding upfront fees and other amounts) and pursuant to the same documentation (other than the amendment evidencing such Incremental Revolving Loan Commitments) applicable to the Revolving Credit Commitments and (y) participations in Incremental Revolving Loans shall be on a pro rata basis or less than pro rata basis (but not greater than pro rata basis, other than in connection with any refinancing thereof or prepayment required upon the maturity thereof) with all of the other Revolving Credit Commitments; provided that permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Loan Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments;
(iii) the pricing, interest rate margins, discounts, premiums, rate floors and fees and (subject to clauses (i)(B) and (C) above) maturity and amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall will be determined by the Borrower and the applicable new Lenders and shall be set forth arrangers or lenders providing such Incremental Term Loans; provided that in each applicable Incremental Amendment; provided, however, the event that the Effective Yield with respect to any Loans under Incremental Term Loan CommitmentsLoans (other than (A) any such Incremental Term Loans that have a final maturity date no earlier than the second anniversary following the final maturity of the Initial Term Loans, in each case (B) such Incremental Term Loans that are in an aggregate principal amount of less than the greater of (i) $31,250,000 and (ii) 50% of TTM EBITDA and (C) customary rule 144A high yield notes) that (x) is secured by a Lien on the Collateral on a pari passu basisbasis with the Liens on the Collateral securing the Initial Term Loans and that (y) rank pari passu in right of payment to the Initial Term Loans (the “MFN Conditions”) is greater than the Effective Yield for the Initial Term Loans (calculated in the same manner) by more than 0.50%, if the All-In Applicable Rate for the Initial Term Loans shall be increased to the extent necessary so that the Effective Yield applicable on the Initial Term Loans is equal to the Effective Yield for such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as minus 0.50%; provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, that if any Incremental Term Loans include a Eurocurrency SOFR or Base Rate floor that is greater than the Eurocurrency floor applicable to the Initial Term Loans, any Incremental Term Loans shall be effected solely through an increase in (or implementation of, as applicable) any SOFR or Base Rate floor applicable to any existing Class of the Initial Term Loans, Loans (it being agreed and understood that such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) Effective Yield, but only to the extent an increase in the Eurocurrency SOFR or Base Rate Floor floor applicable to the existing Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case case, any adjustment under this clause (iii) shall be first applied to increase the Eurocurrency applicable floor for the Initial Term Loans) (this clause (iii), the “MFN Adjustment”); and
(iv) subject to the preceding clauses (i) through (iii), the Incremental Term Loans and Base Rate floors Incremental Revolving Loan Commitments shall be on terms and pursuant to documentation to be determined by the Borrower and the lenders thereunder; provided that, if the terms of such Incremental Term Loans or Incremental Revolving Loan Commitments are not consistent with the terms of the Initial Term Loans or Incremental Revolving Loan Commitments, as applicable, such terms shall either, at the option of the Borrower, (but A) not be materially more restrictive, taken as a whole, to the Applicable RateBorrower and its Restricted Subsidiaries (as determined by the Borrower in good faith) than the terms of the Initial Term Loans or Revolving Credit Commitments, as applicable, unless any such more restrictive terms apply only after the Maturity Date of the Initial Term Loans or Revolving Credit Commitments, as applicable or (B) if favorable to the existing Lenders, at the option of the Borrower in consultation with the Lender Representative, the Initial Term Loans and Revolving Credit Commitments also receive the benefit of such more restrictive terms (in which case, no consent shall be increased required from the Lender Representative or any Lender) including, at the option of the Borrower, any increase in the applicable yield relating to any existing Term Loans or Revolving Credit Commitments to achieve fungibility with such existing Term Loans or Revolving Credit Commitments, or (C) be reasonably satisfactory to the extent of such differential between interest rate floors.Lender Representative; and
Appears in 2 contracts
Sources: Credit Agreement (ContextLogic Holdings Inc.), Credit Agreement (ContextLogic Holdings Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such (A) Incremental CommitmentTerm Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any corresponding existing Facility, of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and (ii) shall otherwise be reasonably satisfactory to Administrative Agentis remaining outstanding after the effectiveness of such Incremental Amendment). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and subject to the extent subordinated in right of payment or securityPermitted Earlier Maturity Indebtedness Exception, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Initial Term Loans,
(CB) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(DC) shall have an Applicable Rate, and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(ED) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class;
(ii) [Reserved].the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and (iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under (other than in respect of up to $415,000,000 (the “MFN Trigger Amount”) in an aggregate principal amount of Incremental Term Loan CommitmentsLoans as designated in writing by the Borrower to the Administrative Agent) under any Incremental Term Commitments with a maturity date prior to the date that is 24 months after the Maturity Date of the Initial Term Loans, in each case that are secured on a pari passu basisbasis with the Initial Term Loans and established on or prior to the date that is 12 months after the Closing Date, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such Initial Term Loans, as applicable, Loans by more than 50 75 basis points per annum (the amount of such excessexcess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the Initial Terms Loans plus 75 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, with the Eurocurrency Rate or Base Rate floor) with respect to each Class of the Initial Term Loans, Loans shall be increased by the applicable Yield Differential; providedDifferential (this proviso, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors“MFN Protection”).
Appears in 2 contracts
Sources: Credit Agreement (Alight Inc. / DE), Credit Agreement (Alight Inc. / DE)
Required Terms. The terms, provisions and documentation of the any Incremental Term Loans and Loan or any Incremental Term Commitments, as the case may be, of any Class Commitment shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Loans or Incremental Commitments, and except as otherwise set forth herein, to the extent not substantially consistent with the Term Loans, each Loans existing on the Incremental Facility Tranche Closing Date (i) have covenants and events of default that in the good faith determination of as determined by the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that conclusively evidenced by a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (DBorrower), shall be conclusive unless the Administrative Agent notifies the Borrower within such five consistent with clauses (5i) Business Day period that it disagrees with such determination and (including a description of the basis upon which it disagrees)ii) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or below, as applicable, and otherwise shall otherwise be reasonably satisfactory to Administrative Agent the Majority Lenders (other than in respect of pricing, fees, interest, rate floors, optional prepayment, redemption terms, amortization or maturity), it being understood that to the extent any financial maintenance covenant Previously Absent Financial Maintenance Covenant is added for the benefit of any such Incremental Loan or Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders existing Lender to the extent that such financial maintenance covenant Previously Absent Financial Maintenance Covenant is (together with any related “equity cure” provisionsA) is also added for the benefit of the Loans existing on the Incremental Tranche Closing Date or (B) only applicable after the Maturity Date of any corresponding Loan existing Facilityon the Incremental Tranche Closing Date. Notwithstanding the foregoing, in the case of a Loan Increase, the terms, provisions and documentation of such Loan Increase shall be identical (iiother than with respect to underwriting, commitment or upfront fees, original issue discount or similar fees) shall otherwise be reasonably satisfactory to Administrative Agentthe applicable Loans being increased. In any event:,
(i) the each Incremental Term LoansLoan or Incremental Commitment:
(A) shall will rank pari passu or junior in right of payment and of security with the Term other Loans (and to the extent subordinated in right or Commitments, as applicable, of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredsuch Class;
(B) shall not mature earlier than the Latest Maturity Date of with respect to the Initial Loans (prior to giving effect to any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,extensions thereof);
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity except by virtue of amortization or prepayment of the Initial Term LoansLoans prior to the time of such incurrence),;
(D) shall have an Applicable Ratefees and, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, ; and
(E) may provide for the Incremental Term Loans may ability to participate on a pro rata basis basis, or on a less than pro rata basis (but not on a greater than pro rata basis) ), in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.;
(ii) [Reserved].
(iii) the amortization schedule applicable to any there shall be no borrowers or guarantors in respect of such Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by that are not the Borrower or a Guarantor, and the applicable new Lenders and Incremental Loans shall not be set forth in each applicable Incremental Amendment; provided, however, that secured by assets other than Collateral (except pursuant to an escrow or similar arrangement with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to proceeds of such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsCommitments).
Appears in 2 contracts
Sources: Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the any then outstanding Term LoansLoans or Revolving Facility, each as applicable, existing on the Incremental Facility Closing Date (i) have covenants and events of default that in Date, shall either, at the good faith determination option of the Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower are in good faith), (B) be not materially less favorable more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole) , than the terms of the any then outstanding Term Loans or Revolving Facility, as applicable, except to the Borrower than the extent necessary to provide for (x) covenants and events of default of other terms applicable to any period after the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating theretocontain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), Previously Absent Financial Maintenance Covenant shall be conclusive unless included for the Administrative Agent notifies the Borrower within such five (5) Business Day period benefit of each Facility; provided further, that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless if (x) such Indebtedness that includes a Previously Absent Financial Maintenance Covenant consists of a revolving credit facility (whether or not the Lenders of documentation therefor includes any other facilities) and (y) the Term Loans receive applicable Previously Absent Financial Maintenance Covenant is included only for the benefit of such more restrictive terms or (y) any such provisions apply after revolving credit facility, the Latest Maturity Date or Previously Absent Financial Maintenance Covenant shall otherwise not be reasonably satisfactory required to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added be included in this Agreement for the benefit of any Term Facility hereunder or (C) if neither clause (A) or (B) are satisfied, such Incremental Commitmentterms, no consent provisions and documentation shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to the Administrative Agent; provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(ia) the Incremental Term Loans:
(Ai) (x) shall rank pari passu equal or junior in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the Term Loans First Lien Obligations under this Agreement (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements an Intercreditor Agreement(s) reasonably satisfactory acceptable to the Administrative Agent and the Borrower), ) or shall (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above,
(Bii) shall not mature earlier than the Latest Original Term Loan Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term LoansDate,
(Ciii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term B Loans on the date of incurrence of such Incremental Term Loans; provided that the effects of any amortization or prepayments made on the Term Loans (without giving effect prior to prior prepayments that would otherwise modify the Weighted Average Life to Maturity date of the Initial Term Loans)such incurrence will be disregarded,
(Div) shall have an Applicable Rate, and subject to clauses clause (e)(i)(B) and (e)(i)(C5)(a)(iii) above and clause (e)(iii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders,
(v) may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement, such Incremental Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (d)(i)), as specified in the applicable Incremental Amendment,
(vi) shall be denominated in a currency as determined by the Borrower and the applicable Incremental Term Lenders, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and
(Evii) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors.
(b) the Incremental Term Revolving Commitments and Incremental Revolving Loans:
(i) (x) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above,
(ii) shall not mature earlier than the Original Revolving Facility Maturity Date, and shall not be subject to amortization,
(iii) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Commitments (and related outstanding Incremental Revolving Loans), (2) repayments required upon the Maturity Date of any Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments (subject to clause (v) below)) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date,
(iv) subject to the provisions of Section 2.03(13) in connection with Letters of Credit which mature or expire after a Maturity Date at any time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall provide that all Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(13), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued),
(v) shall provide that the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date may participate be made on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis) with all other Revolving Commitments existing on such Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any voluntary such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or mandatory prepayments in connection with any refinancing thereof,
(vi) shall provide that assignments and participations of Term Incremental Revolving Commitments and Incremental Revolving Loans hereundershall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Incremental Facility Closing Date,
(vii) shall provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as specified in the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Administrative Agent,
(viii) shall have an Applicable Rate determined by the Borrower and the applicable Incremental AmendmentRevolving Lenders,
(ix) shall be denominated in a currency as determined by the Borrower and the applicable Incremental Revolving Lenders, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and
(x) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors.
(ii) [Reserved].
(iiic) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any syndicated Incremental Term Loans made under Incremental Term Loan CommitmentsCommitments with a maturity date within one year following the Latest Maturity Date that is incurred on or prior to the six month anniversary of the Closing Date pursuant to clause (B) of the Available Incremental Amount that rank equal in priority of right of security with the First Lien Obligations under this Agreement (but without regard to the control of remedies), in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term B Loans, as applicable, by more than 50 plus 75 basis points per annum (unless the amount of such excess, the “Yield Differential”) then the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency SOFR or Base Rate floor) with respect to each Class of the Term B Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Term B Loans to equal the All-In Yield then applicable to the Incremental Term Loans, shall be increased by minus 75 basis points per annum; provided that any increase in All-In Yield on the applicable Yield Differential; provided, further that, if any Incremental Term B Loans include due to the application of a Eurocurrency SOFR or Base Rate floor that is greater than on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurocurrency SOFR or Base Rate floor applicable to any existing Class of such Term B Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 2 contracts
Sources: Credit Agreement (WideOpenWest, Inc.), Credit Agreement (WideOpenWest, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans, and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Term Revolving Credit Commitments, as the case may be, of any Class Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Incremental Lenders or lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the The Incremental Term Loans:Loans (except as otherwise specified in this clause (i)):
(A) shall be guaranteed by the Guarantors and shall rank pari passu or junior in right of payment and of security with the Term Revolving Credit Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredTerm Loans;
(B) shall not at any time be guaranteed by any Subsidiaries other than the Subsidiaries that are Guarantors nor be secured by a Lien on any property or asset that does not secure the Facilities;
(C) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,;
(CD) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial then-existing Term Loans),;
(DE) shall have an Applicable Rate, and subject to clauses (e)(i)(Be)(i)(C) and (e)(i)(Ce)(i)(D) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, andLenders or lenders providing such Incremental Commitments;
(EF) the Incremental Term Loans may shall participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder; provided that, unless otherwise agreed between the Incremental Lenders and the Borrower, the payment of the fee referred to in Section 2.09(d) shall not apply to any voluntary or mandatory prepayments of Incremental Term Loans; and
(G) the other terms of any Incremental Term Loans that are not substantially identical to the then existing Term Loans (other than pursuant to clauses (A) through (F) above) shall either, (i) at the option of the Borrower, (x) reflect market terms and conditions (taken as a whole) at the time of incurrence of the Incremental Term Loans (as determined in reasonable good faith by the Borrower); provided, that if any financial maintenance covenant is applicable to the Incremental Term Loans, such provisions shall also be applicable to then existing Term Loans (except to the extent that such financial maintenance covenant applies only to periods after the latest final scheduled maturity of the then existing Term Loans or (y) not be materially more restrictive to the Borrower when taken as a whole (as determined in reasonable good faith by the Borrower), than the terms of the Initial Term Loans (except in respect of covenants or other provisions applicable only to periods after the latest final scheduled maturity date of the then existing Term Loans or (ii) if neither clause (x) or (y) in preceding clause (i) can be satisfied, as specified in shall be reasonably acceptable to the Administrative Agent (except for covenants or other provisions applicable only to periods after the Maturity Date of the Initial Term Loans existing at the time of incurrence of such Incremental AmendmentTerm Loans).
(ii) [Reserved].all material terms (other than pricing, maturity and fees) of any Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be substantially identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii) (with immaterial terms being as agreed between the Borrower and the Incremental Lenders providing such Incremental Revolving Credit Commitments or Incremental Revolving Loans), which shall be subject to clauses (A) through (G) below; provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans;
(B) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall not mature earlier than (or require mandatory commitment reductions prior to) the Latest Maturity Date of any Revolving Credit Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments;
(C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date;
(D) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued);
(E) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class;
(F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date; and
(G) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Credit Commitments hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates; and
(iii) subject to Section 2.14(e)(i)(C), the amortization schedule applicable to any Incremental Loans and the All-In In-Yield applicable to the Incremental Term Loans of each Class Class, shall be determined by the Borrower and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental AmendmentAmendment and in the definitive documentation governing such Indebtedness; provided, however, that with respect to the extent any Incremental Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basisbasis in right of security with the Revolving Credit Loans and the Term Loans, if the All-In Yield applicable to such any Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any Term Loans, as applicable, by more than plus 50 basis points per annum (the amount of such excess, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to the relevant Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on each outstanding Class of Term Loans, shall be increased by Loans to equal the All-In Yield then applicable Yield Differential; provided, further that, if any to the Incremental Term Loans include minus 50 basis points; provided if such Incremental Term Loan includes a Eurocurrency or Base Rate floor that is greater than 1.00% per annum, such differential between the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in equated to the calculation of applicable All-In Yield for purposes of this clause (iii) determining whether an increase to the interest rate margin under the Terms Loans shall be required, but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to floor in the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case case, the Eurocurrency and or Base Rate floors floor (but not the Applicable Rateinterest rate margin) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate the Eurocurrency or Base Rate floors.
Appears in 2 contracts
Sources: Credit Agreement (Playa Hotels & Resorts N.V.), Restatement Agreement (Playa Hotels & Resorts N.V.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Incremental Lenders or lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the The Incremental Term Loans:Loans (except as otherwise specified in this clause (i)):
(A) shall be guaranteed by the Guarantors and shall rank pari passu or junior in right of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredLoans;
(B) shall not at any time be guaranteed by any Subsidiaries other than the Subsidiaries that are Guarantors nor be secured by a Lien on any property or asset that does not secure the Facilities;
(C) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,;
(CD) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial then-existing Term Loans),;
(DE) shall have an Applicable Rate, and subject to clauses (e)(i)(Be)(i)(C) and (e)(i)(Ce)(i)(D) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, andLenders or lenders providing such Incremental Commitments;
(EF) the Incremental Term Loans may shall participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder; provided that, unless otherwise agreed between the Incremental Lenders and the Borrower, the payment of the fee referred to in Section 2.09(d) shall not apply to any voluntary or mandatory prepayments of Incremental Term Loans; and
(G) the other terms of any Incremental Term Loans that are not substantially identical to the then existing Term Loans (other than pursuant to clauses (A) through (F) above) shall either, (i) at the option of the Borrower, (x) reflect market terms and conditions (taken as a whole) at the time of incurrence of the Incremental Term Loans (as determined in reasonable good faith by the Borrower); provided, that if any financial maintenance covenant is applicable to the Incremental Term Loans, such provisions shall also be applicable to then existing Term Loans (except to the extent that such financial maintenance covenant applies only to periods after the latest final scheduled maturity of the then existing Term Loans) or (y) not be materially more restrictive to the Borrower when taken as a whole (as determined in reasonable good faith by the Borrower), than the terms of the Initial Term Loans (except in respect of covenants or other provisions applicable only to periods after the latest final scheduled maturity date of the then existing Term Loans or (ii) if neither clause (x) or (y) in preceding clause (i) can be satisfied, as specified in shall be reasonably acceptable to the Administrative Agent (except for covenants or other provisions applicable only to periods after the Maturity Date of the Initial Term Loans existing at the time of incurrence of such Incremental AmendmentTerm Loans).
(ii) [Reservedreserved].:
(iii) subject to Section 2.14(e)(i)(C), the amortization schedule applicable to any Incremental Loans and the All-In In-Yield applicable to the Incremental Term Loans of each Class Class, shall be determined by the Borrower and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental AmendmentAmendment and in the definitive documentation governing such Indebtedness; provided, however, that with respect to the extent any Incremental Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basisbasis in right of security with the Term Loans, if the weighted All-In Yield applicable to such any Incremental Term Loans shall not be greater than the applicable weighted All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation calculated with respect to all Term Loans as one Class of Term Loans, as applicable, by more than plus 50 basis points per annum (the amount of such excess, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each the relevant Term Loans is increased so as to cause the then applicable weighted All-In Yield under this Agreement calculated with respect to all outstanding Term Loans as one Class of Term Loans, shall be increased by Loans to equal the weighted All-In Yield then applicable Yield Differential; provided, further that, if any to the Incremental Term Loans include minus 50 basis points; provided if such Incremental Term Loan includes a Eurocurrency or Base Rate floor that is greater than 1.00% per annum, such differential between the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in equated to the calculation of applicable All-In Yield for purposes of this clause (iii) determining whether an increase to the interest rate margin under the Terms Loans shall be required, but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to floor in the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case case, the Eurocurrency and or Base Rate floors floor (but not the Applicable Rateinterest rate margin) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate the Eurocurrency or Base Rate floors.
Appears in 2 contracts
Sources: Credit Agreement (Playa Hotels & Resorts N.V.), Credit Agreement (Playa Hotels & Resorts N.V.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental CommitmentTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Revolving Credit Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredTerm Loans,
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowbelow and Section 2.07(a), shall have an Applicable Rate and amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.;
(ii) [Reserved].the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Latest Maturity Date of any Revolving Credit Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments,
(C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(D) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(E) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(G) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case Commitments or Incremental Revolving Credit Commitments made on or prior to the date that are secured on a pari passu basisis 18 months after the Closing Date, if the All-In Yield applicable to such Incremental Term Loans or Incremental Revolving Credit Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans or Revolving Credit Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans or the Revolving Credit Loans, as applicable, shall be increased by the applicable Yield Differential; provided, further further, that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 2 contracts
Sources: Credit Agreement (La Quinta Holdings Inc.), Credit Agreement (La Quinta Holdings Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental CommitmentTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Revolving Credit Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredTerm Loans,
(B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Series B-2 Term Loans),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved]the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Latest Maturity Date of any Revolving Credit Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments,
(C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(D) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(E) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(G) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date.
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case Commitments or Incremental Revolving Credit Commitments made on or prior to the date that are secured on a pari passu basisis 12 months after the Amendment No. 1 Effective Date, if the All-In Yield applicable to such Incremental Term Loans or Incremental Revolving Credit Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Series B-2 Term Loans, as applicable, Loans by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of the Series B-2 Term Loans, Loans shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of the Series B-2 Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Series B-2 Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Series B-2 Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 2 contracts
Sources: Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Company and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental CommitmentTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Revolving Credit Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredTerm Loans,
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower Company and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Company shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class.
(ii) [Reserved]the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Latest Maturity Date of any Revolving Credit Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments,
(C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(D) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(E) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Company shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(G) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date.
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower Company and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 2 contracts
Sources: Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsCommitments (and for the avoidance of doubt, and no consent of the Administrative Agent shall be required except as otherwise set forth herein, to the extent not consistent with affecting the Term Loansrights and duties of, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (or any fees or other amounts payable to, such Administrative Agent); provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of any such Incremental CommitmentLoans, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also shall be added for the benefit of any corresponding existing the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and subject to the extent subordinated in right of payment or securityPermitted Earlier Maturity Indebtedness Exception, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the Latest Maturity Date of any the Initial Term Loans; provided that Incremental Term Loans outstanding at (x) incurred for purposes of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilities, so long as the time long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of incurrence this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of such Incremental Term Loansthe Revolving Credit Commitments,
(CB) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans; provided that Incremental Term Loans (without giving effect x) incurred for purposes of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilities, so long as the long-term Indebtedness into which such customary bridge facilities are to prior prepayments be converted or exchanged satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that would otherwise modify the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans)Revolving Credit Commitments,
(DC) shall have an Applicable Rate, and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and,
(ED) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; and
(E) shall be available in any Approved Currency,
(ii) [Reserved].the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans, as applicable, Loans by more than 50 100 basis points per annum (the amount of such excessexcess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the applicable Initial Terms Loans plus 100 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, with the Eurocurrency RateApplicable Term SOFR Floor, RFR or Base Rate floor, as applicable) with respect to each Class of the applicable Initial Term Loans, Loans shall be increased by the applicable Yield DifferentialDifferential (this proviso, the “MFN Protection”); providedprovided further that notwithstanding the foregoing, further thatthe MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, if any Incremental Term Loans include a Eurocurrency as applicable or Base Rate floor that is greater consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included Borrower in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsgood faith).
Appears in 2 contracts
Sources: Credit Agreement (Medline Inc.), Credit Agreement (Medline Inc.)
Required Terms. The terms, provisions and documentation of the any Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term Loans:
(A) shall be unsecured or shall rank pari passu with or junior in right of payment and of security with to the Term Loans and the Revolving Loans (and to the extent subordinated in right of payment or security, shall be subject to a Junior Lien Intercreditor Agreement or an alternate intercreditor arrangements and subordination arrangement reasonably satisfactory to the Administrative Agent and the BorrowerAgent), or shall be unsecured,
(B) (1) with respect to Incremental Term Loans, shall not mature earlier than the Latest Maturity Date of any the Initial Term Loans outstanding at and (2) with respect to Incremental Revolving Loans, shall not mature earlier than the time Maturity Date of incurrence of such Incremental Term the Initial Revolving Loans,.
(C) with respect to Incremental Term Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to any prepayments of the Initial Term Loans prior prepayments to the time of incurrence of such Incremental Term Loans that would otherwise modify shorten the Weighted Average Life to Maturity of the Initial Term Loans); provided that the foregoing requirements of this clause (C) shall not apply to the extent such Indebtedness constitutes a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted or exchanged satisfies the requirements of this clause (C) and such conversion or exchange is subject only to conditions customary for similar conversions or exchange,
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, with respect to Incremental Term Loans, amortization determined by the Borrower and the applicable Incremental Term Lenders, and,
(E) the may not be incurred (or guaranteed) by a non-Loan Party or secured by assets that do not constitute Collateral,
(F) (1) with respect to Incremental Term Loans, any Incremental Term Loans may participate share on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary mandatory repayments or mandatory prepayments of the Initial Term Loans (other than with respect to prepayments of such Incremental Term Loans at maturity, any greater than pro rata repayment of such Incremental Term Facility that constitutes an earlier maturing tranche of Term Loans hereunderor with the proceeds of a Permitted Refinancing in respect thereof) and (2) with respect to Incremental Revolving Loans, as specified any Incremental Revolving Loans may share on a pro rata or less than pro rata basis (but not greater than pro rata basis) in any mandatory repayments or prepayments of the applicable Initial Revolving Loans (other than with respect to prepayments of such Incremental AmendmentRevolving Loans at maturity, any greater than pro rata repayment of such Incremental Revolving Facility or with the proceeds of a Permitted Refinancing in respect thereof), and
(G) with respect to Incremental Revolving Loans, no Incremental Revolving Facility shall require any scheduled amortization payments prior to the Maturity Date of the Initial Revolving Loans.
(ii) [Reservedreserved].
(iii) with respect to Incremental Term Loans, the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case Loans that are secured on a pari passu basismade prior to the date that is six (6) months after the Closing Date and are scheduled to mature prior to the date that is twelve (12) months after the Maturity Date of the Initial Term Loans (other than Incremental Term Loans that are unsecured or rank junior in right of payment and of security to the Initial Term Loans), if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans, as applicable, Loans by more than 50 basis points per annum (the amount of such excessexcess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the Initial Term Loans plus 50 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency SOFR or Base Rate floor) with respect to each Class of the Initial Term Loans, Loans shall be increased by the applicable Yield DifferentialDifferential (this proviso, the “MFN Protection”).
(iv) Except as otherwise required or permitted in this Section 2.12, all other terms of any Incremental Commitments (excluding pricing, rate floors, discounts, fee and optional prepayment provisions), shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments; provided, further thathowever, if any Incremental that such terms shall not be materially less favorable (when taken as a whole) to the Borrower than the terms of the Initial Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Initial Revolving Loans, such differential between interest rate floors as applicable; provided, further, that the foregoing proviso shall be included in the calculation of All-In Yield for purposes of this clause not apply (iiix) but only to the extent an increase that the covenants and terms apply solely to any period after the Latest Maturity Date that is in effect on the Eurocurrency effective date of the Incremental Amendment (immediately prior to the establishment of such Incremental Commitments) or Base Rate Floor (y) to the extent such covenant or term is also made applicable to the existing Initial Term Loans would cause an increase in or the interest rate then in effect thereunderInitial Revolving Loans, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsas applicable.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of including, without limitation, any Class financial covenants and baskets, shall be as agreed between no more favorable to the Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsCommitments than the terms hereunder , and except as otherwise set forth herein, to the extent not consistent with identical to the Term Loans, each Loans existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentMajority Lenders. In any event:
(i) the Commitments: with respect to any Incremental Term Loans:Loans and Incremental Term
(A) no such Incremental Term Loan shall rank pari passu or junior in right of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the later of (1) the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans and (2) the LC Maturity Date; provided that at no time shall there be Term Loans hereunder (including Incremental Term Loans,) which have more than five different Maturity Dates;
(CB) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial any such Incremental Term Loans (without giving effect to prior prepayments that would otherwise modify Loan shall be no shorter than the Weighted Average Life to Maturity of the Initial Term Loans),;
(C) no Incremental Term Loans shall amortize at an annual rate higher than 1.00% of the original principal amount of such Incremental Term Loans on the Incremental Facility Closing Date;
(D) shall have an Applicable Ratethe pricing, interest rate margins, discounts, premiums, rate floors, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule fees applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; providedand
(E) such Incremental Term Loans (A) may be secured by the Collateral on a junior basis (but not a pari passu or senior basis) with the Initial Term Loans First Lien Obligations and all other applicable Obligations under this Agreement and the other Loan Documents in the manner set forth in the Second Lien Intercreditor Agreement and/or the Third Lien Subordination and Intercreditor Agreement, howeveras applicable, that and (B) to the extent secured, shall be subject to the Second Lien Intercreditor Agreement and/or the Third Lien Subordination and Intercreditor Agreement, as applicable;
(ii) Commitments: with respect to any Incremental Revolving Loans under and Incremental Revolving
(A) no such Incremental Revolving Commitments or Incremental Revolving Loans shall mature earlier than the later of (1) the Latest Maturity Date of the Initial Term Loan CommitmentsLoans then outstanding and (2) the LC Maturity Date, in each case that are secured case, at the time of incurrence of such Incremental Revolving Commitments;
(B) there shall be no required repayments or mandatory commitment reduction with respect thereto (except for (1) payments of interest and fees on a Incremental Revolving Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Commitments and (3) mandatory prepayments with respect to the Incremental Revolving Loans made in accordance with Section 2.06(b)) prior to the later of (1) the Latest Maturity Date of the Initial Term Loans then outstanding and (2) the LC Maturity Date, in each case, at the time of incurrence of such Incremental Revolving Commitments;
(C) the aggregate principal amount of all Incremental Revolving Commitments established pursuant to this Section 2.14 will not exceed $25,000,000;
(D) no Pari Passu Incremental Equivalent Debt shall be outstanding at the time of incurrence of such Incremental Revolving Commitments;
(E) any such Incremental Revolving Commitments or Incremental Revolving Loans shall rank pari passu basisin right of payment and of security with the Initial Term Loans and all other applicable Obligations under this Agreement and the other Loan Documents in the manner set forth in the First Lien Pari Passu Intercreditor Agreement and shall be subject to the First Lien Pari Passu Intercreditor Agreement, if the All-In Yield Second Lien Intercreditor Agreement and the Third Lien Subordination and Intercreditor Agreement, as applicable; and
(F) the pricing, interest rate margins, discounts, premiums, rate floors, and fees applicable to such any Incremental Term Revolving Loans shall be determined by the Borrower and the applicable Incremental Revolving Lenders and shall be set forth in each applicable Incremental Amendment; provided that (A1) in the event that the Effective Yield for any Incremental Revolving Commitment or Incremental Revolving Loan is greater than the applicable All-In Effective Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term LoansLoans and/or the Letters of Credit, then the interest rate margin with respect to the Initial Term Loans and any outstanding Letter of Credit Obligations and/or the Letter of Credit Fee, as applicable, shall be increased (x) with respect to the Initial Term Loans, to the extent necessary so that the Effective Yield for the Initial Term Loans and the Letters of Credit is equal to 50 basis points greater than the Effective Yield for such Incremental Revolving Commitments or Incremental Revolving Loans and (y) with respect to any outstanding Letter of Credit Obligations and the Letter of Credit Fee, to the extent necessary so that, after giving effect to any increase required by more the immediately preceding clause (x), the differential between the Effective Yield for the Letter of Credit Obligations including the Letter of Credit Fee and the Effective Yield for the Initial Term Loans remains the same as such differential immediately before giving effect to any increase required by the immediately preceding clause (x), (B2) in the event that the Effective Yield for any Incremental Revolving Commitment or Incremental Revolving Loan is less than the Effective Yield with respect to the Initial Term Loans and/or the Letters of Credit, then the interest rate margin with respect to the Initial Term Loans and any outstanding Letter of Credit Obligations and/or the Letter of Credit Fees, as applicable, shall be increased (x) with respect to the Initial Term Loans, by up to 50 basis points to the extent (and then only to the extent) necessary so that the Effective Yield for the Initial Term Loans and the Letters of Credit is not less than 50 basis points per annum greater than the Effective Yield for such Incremental Revolving Commitments or Incremental Revolving Loans and (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floory) with respect to each Class any outstanding Letter of Credit Obligations and the Letter of Credit Fee, to the extent (and then only to the extent) necessary so that, after giving effect to any increase required by the immediately preceding clause (x), the differential between the Effective Yield for the Letter of Credit Obligations including the Letter of Credit Fee and the Effective Yield for the Initial Term Loans remains the same as such differential immediately before giving effect to any increase required by the immediately preceding clause (x) (it being understood and agreed that if the Effective Yield for the Incremental Revolving Commitments or Incremental Revolving Loans is lower than the Effective Yield for the Initial Term Loans and/or the Letters of Credit by 50 basis points or more, no adjustment to the interest rate margin with respect to the Initial Term Loans or the Letters of Credit Obligations or Letter of Credit Fee, as applicable, shall be made) and (C) if the applicable Incremental Revolving Commitments or Incremental Revolving Loans includes an interest rate floor greater than that applicable to the Initial Term Loans and /or the Letters of Credit and such floor is applicable on the date of determination, such excess amount shall be equated to yield for purposes of determining whether an increase to the interest rate margin with respect to the Initial Term Loans, the Letter of Credit Obligations and/or the Letter of Credit Fees, as applicable, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsrequired.
Appears in 1 contract
Sources: Credit Facility Agreement
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsLenders, and except as otherwise set forth herein, to the extent not consistent identical to the Initial Revolving Facility existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (ii) be not materially more favorable (when taken as a whole), as reasonably determined by the Borrower, to the Incremental Lenders providing such Incremental Facility than the terms and conditions of the Initial Revolving Facility, except, in each case under this clause (ii), with respect to (x) covenants and other terms only applicable to periods after the Revolving Maturity Date for the Initial Revolving Facility, or (y) covenants and other terms reasonably satisfactory to the Administrative Agents; provided that to the extent any covenant or term is added for the benefit of Incremental Lenders of an Incremental Revolving Facility, such covenant or term will be deemed satisfactory to the Revolving Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Initial Revolving Facility; provided that in the case of a Term LoansLoan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date (i) have covenants and events of default that provided that, if such Incremental Term Loans are to be “fungible” with any existing Term Loans, notwithstanding any other conditions specified in this Section 2.20(e), the good faith determination of the Borrower are not materially less favorable (when taken as a wholeamortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as Term Administrative Agent to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith ensure that such terms and conditions satisfy the foregoing requirements of this clause (D), shall Incremental Term Loans will be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees “fungible” with such determination (including a description of the basis upon which it disagreesexisting Term Loans)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term LoansLoans and Incremental Term Commitments:
(A) shall not be guaranteed by any Person other than any Loan Party unless such guarantee is provided for the benefit of the Lenders;
(B) (i) shall rank pari passu or junior equal in right of payment and in priority of right of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredInitial Revolving Loans;
(BC) shall not mature earlier than the Latest Revolving Maturity Date of any Term for the Initial Revolving Loans outstanding at (other than in a principal amount not to exceed the time of incurrence of such Incremental Term Loans,
Maturity Limitation Excluded Amount); provided that the requirements set forth in this clause (C) shall have a Weighted Average Life not apply to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial any Incremental Term Loans consisting of a customary bridge facility, so long as such bridge facility provides for an automatic extension to long-term Indebtedness that satisfies the requirements set forth in this clause (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term LoansC),;
(D) subject to Section 2.20(e)(iii), shall have amortization and an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization Rate determined by the Borrower and the applicable Incremental Term Lenders, ; and
(E) may contain customary “most-favored nation” pricing provisions with respect to future incurrences of Indebtedness.
(ii) the Incremental Term Revolving Loans and Incremental Revolving Commitments:
(A) shall not be guaranteed by any Person other than any Loan Party unless such guarantee is provided for the benefit of the Lenders,
(B) shall rank equal in right of payment and in priority of right of security with the Initial Revolving Loans,
(C) shall not mature earlier than the Revolving Maturity Date for the Initial Revolving Loans (without giving effect to the proviso in the definition of “Revolving Maturity Date”) (other than in a principal amount not to exceed the Maturity Limitation Excluded Amount or any customary bridge facility, so long as such bridge facility provides for an automatic extension to long-term Indebtedness that satisfies the requirements set forth in this clause (C)) and shall not be subject to amortization;
(D) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Commitments (and related outstanding Incremental Revolving Loans), (2) repayments required upon the Maturity Date of any Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date;
(E) subject to the provisions of Section 2.04 in connection with Letters of Credit which mature or expire after a Maturity Date at any time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall provide that all Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.04, without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued);
(F) shall provide that the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date may participate be made on a pro rata basis or less than a pro rata basis (but not on a or greater than a pro rata basis, in each case, with all other Revolving Commitments existing on such Incremental Facility Closing Date;
(G) in shall provide that any voluntary Incremental Revolving Commitments may constitute a separate Class or mandatory prepayments of Term Loans hereunderClasses, as specified in the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Revolving Administrative Agent; and
(H) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Amendment.
(ii) [Reserved].Revolving Credit Lenders;
(iii) the interest rate margins, original issue discount or upfront fees (if any), interest rate floors (if any) and amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall will be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to lenders providing such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Loan Commitments of any Class shall be as agreed between Class, and of the Borrower Other Term Loans and the applicable Incremental Lenders providing such Incremental CommitmentsOther Notes, and except as otherwise set forth herein, shall be as agreed between the Borrowers and the applicable Incremental Term Lenders or lenders or purchasers providing such Incremental Term Loan Commitments, Other Term Loans or Other Notes, as applicable; provided that , except with respect to AHYDO Payments, in no event will any Incremental Term Loans or Other Term Loans be permitted to be mandatorily prepaid prior to the extent not consistent with repayment in full of the Initial Term Loans and Delayed Draw Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination unless accompanied by at least a ratable payment of the Borrower are not materially less favorable Initial Term Loans and Delayed Draw Term Loans (when taken as a whole) to and, for the Borrower than the covenants and events avoidance of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtednessdoubt, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating any Incremental Amendment may provide that the Borrower has determined in good faith that applicable Incremental Term Lenders or lenders or purchasers providing such terms and conditions satisfy the foregoing requirements of this clause (D)Incremental Term Loan Commitments or such Other Notes, as applicable, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including receive a description of the basis upon which it disagreesless than ratable payment)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term Loans, Other Term Loans and Other Notes:
(A) shall rank (1) with respect to Incremental Term Loans, Other Term Loans and Other Notes that are intended to be secured on a pari passu basis, such Incremental Term Loans, Other Term Loans and Other Notes shall (w) either constitute (I) Pari Passu Secured Obligations and be subject to either the separate agreement among the Lenders entered into on the Closing Date or a Parity Intercreditor Agreement or (II) “additional first lien debt” (or a comparable term) (as defined in any Junior Intercreditor Agreement) and be subject to a Junior Intercreditor Agreement, (x) shall not at any time be guaranteed by any Subsidiaries other than the Restricted Subsidiaries that are Guarantors, (y) to the extent secured, shall not be secured by a Lien on any property or asset of any Loan Party that does not secure the Facilities (except as permitted by any Intercreditor Agreement) and may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment or other definitive documentation therefor, and (z) shall be junior in right of payment and of security with to the Term Loans (and Revolving Facility to the extent subordinated set forth in right of payment such agreement among the Lenders or securitythe applicable Intercreditor Agreement; and (2) with respect to Other Term Loans and Other Notes that are unsecured or secured on a junior lien basis, subject to intercreditor arrangements reasonably satisfactory shall not at any time be guaranteed by any Subsidiaries other than the Subsidiaries that are Guarantors and, to the Administrative Agent extent secured, shall not be secured by a Lien on any property or asset of any Loan Party that does not secure the Facilities (except as permitted by any Intercreditor Agreement) and shall not be entitled to participate in any mandatory prepayments of Term Loans hereunder other than to the Borrowersame extent such participation is customarily available in junior secured loan facilities or note issuances), or shall be unsecured;
(B) except in the case of Other Term Loans in the form of a bridge loan intended to be refinanced with a securities offering the maturity date of which provides for an automatic extension of the maturity date thereof, to a date that is not earlier than the Latest Maturity Date, shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,;
(C) except (x) in the case of Other Term Loans in the form of a bridge loan intended to be refinanced with a securities offering the maturity date of which provides for an automatic extension of the maturity date thereof, to a date that is not earlier than the Latest Maturity Date or (y) as may be required to achieve fungibility with any then-existing Term Loans to the extent intended to be fungible by the Borrowers and the Administrative Agent, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial then-existing Term Loans),;
(D) other than with respect to Other Term Loans and Other Notes, shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower Borrowers and the applicable Incremental Term Lenders or other Additional Term Lenders, and;
(E) the amortization of Other Term Loans and Other Notes (subject to clauses (B) and (C) above) shall be determined by the Borrowers and the lenders or purchasers providing such Other Term Loans and Other Notes; and
(F) any Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified be in the form of delayed draw term loans and, to the extent incurred pursuant to clause (d)(iii)(B) above, shall, unless the Borrower otherwise elects, be subject to the applicable Incremental Amendmentincurrence test at funding.
(ii) [Reserved].
(iii) subject to Section 2.14(e)(i)(C), the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class Class, and to each series of Other Term Loans and Other Notes, shall be determined by the Borrower Borrowers and the applicable new Incremental Term Lenders and shall be set forth in each applicable Incremental AmendmentAmendment and in the definitive documentation governing such Indebtedness; provided, however, that that, with respect to any Incremental Term Loans, Other Term Loans or Other Notes made under Incremental Term Loan Commitments, in each case Commitments that are secured on a pari passu basisin right of payment and security with the Initial Term Loans, if the All-In Yield applicable to such Incremental Term Loans, Other Term Loans or Other Notes as applicable, shall not be greater than the applicable All-In Yield payable pursuant then applicable to the terms of this Agreement as amended through Initial Term Loans plus 50 basis points per annum, unless the date of such calculation interest rate with respect to the Initial Term Loans and Delayed Draw Term Loans is increased so as to cause the All-In Yield then applicable to the Initial Term Loans and Delayed Draw Term Loans to equal the All-In Yield applicable to such Incremental Term Loans, Other Term Loans or Other Notes, as applicable, by more than minus 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsannum.
Appears in 1 contract
Sources: Credit Agreement (AEVEX Corp.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be (A) as agreed between the Borrower Representative and the applicable Incremental Lenders providing such Incremental Commitments, Commitments and except as otherwise set forth herein, (B) to the extent not consistent with the Term LoansLoans or Revolving Commitments, as applicable, each existing on the Incremental Facility Closing Date Date, consistent with clauses (i) have covenants through (iii) below, as applicable, and events of default that in the good faith determination of the Borrower are not otherwise (a) if materially less more favorable (when taken as a whole) to the Borrower than Incremental Lenders , conformed (or added) in the covenants and events of default of the Loan Credit Documents (when taken as a whole) (provided that a certificate of the Borrower as pursuant to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtednessrelated Incremental Amendment, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) in the Lenders case of any Class of Incremental Term Loans and Incremental Term Commitments, for the benefit of the Term Lenders in respect of the Class being increased and (y) in the case of any Class of Incremental Revolving Loans receive and Incremental Revolving Credit Commitments, for the benefit of such more restrictive terms or the Revolving Credit Lenders in respect of the Class being increased, (yb) any such provisions apply applicable only to periods after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any as of the Lenders to the extent that such financial maintenance covenant Incremental Facility Closing Date or (together with any related “equity cure” provisionsc) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) the Incremental Term Loans:
(A) (I) shall rank pari passu or junior in right of payment with the Obligations under the Initial Term Loans and (II) shall be unsecured or secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under the Initial Term Loans,
(B) as of the Incremental Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Initial Term Loans (and to or earlier than 91 days after the extent subordinated Maturity Date of such Initial Term Loans in the case of any Incremental Term Loans that are unsecured or junior in right of payment or security, subject security to intercreditor arrangements reasonably satisfactory to such Initial Term Loans); provided that the Administrative Agent and the Borrower), or shall be unsecured
requirements set forth in this clause (Bi)(B) shall not mature earlier than the Latest Maturity Date of apply to any Incremental Term Loans outstanding at (x) consisting of a customary bridge facility, so long as such customary bridge facility by its terms will automatically be converted into, or exchanged for, long-term Indebtedness that satisfies the time of incurrence of such Incremental Term Loans,requirements set forth in this clause (i)(B) or (y) for which the Inside Maturity Basket is utilized;
(C) as of the Incremental Facility Closing Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans; provided that the requirements set forth in this clause (i)(C) shall not apply to any Incremental Term Loans (without giving effect to prior prepayments x) consisting of a customary bridge facility, so long as such customary bridge by its terms will automatically be converted into, or exchanged for long-term Indebtedness that would otherwise modify satisfies the Weighted Average Life to requirements set forth in this clause (i)(C) or (y) for which the Inside Maturity of the Initial Term Loans),Basket is utilized;
(D) shall have an Applicable RateMargin, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Borrower Representative and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization for a Term Loan Increase shall be the Applicable Margin and amortization for the Class being increased (subject to Section 2.11(a)(ii)),
(E) shall have fees determined by the Borrower Representative and the applicable Incremental Term Loan arranger(s),
(F) shall not be guaranteed by any Person that is not otherwise a Guarantor or be secured by any assets not constituting Collateral, and
(G) in the case of (x) any Incremental Term Loans that are secured on a pari passu basis with the Initial Term Loans, shall share ratably in any voluntary or mandatory prepayments pursuant to Sections 2.12 and 2.13 unless the Lenders providing such Incremental Term Commitments elect a lesser share of such prepayments and (y) any Incremental Term Loans that are secured on a junior basis to the Initial Term Loans, or are unsecured, shall share on a less than pro rata basis in any voluntary or mandatory prepayments pursuant to Section 2.12 and 2.13;
(ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(A) in the case of a Revolving Commitment Increase, will be subject to terms (including maturity date and interest rates but excluding upfront fees and other similar amounts) identical to those applicable to the Revolving Credit Commitments being increased,
(B) shall be included as additional Participating Revolving Credit Commitments under the Incremental Amendment, and on the Incremental Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Incremental Amendment (it being understood that the Swing Line Lender or the Issuing Banks may, in their sole discretion and with the consent of Administrative Agent (not to be unreasonably withheld or delayed), agree in the applicable Incremental Amendment to increase the Swing Line Sublimit or the Letter of Credit Sublimit so long as such increase does not exceed the amount of the additional Participating Revolving Credit Commitments),
(C) (1) shall have upfront fees and/or other similar fees payable to each Incremental Revolving Credit Lender in respect of each Incremental Revolving Credit Commitment separately agreed to by the Borrower Representative and each such Incremental Revolving Credit Lender providing such Incremental Revolving Credit Commitment and (2) the Revolving Loans incurred pursuant to (x) any Revolving Commitment Increase shall have the same Applicable Margin and unutilized commitment fee as the Facility to which such Revolving Commitment Increase is being added and (y) any Incremental Revolving Credit Commitment (other than a Revolving Commitment Increase) shall have an Applicable Margin (and unutilized commitment fee) determined by the Borrower Representative and the applicable Incremental Revolving Credit Lender,
(D) (I) shall rank pari passu or junior in right of payment with the Obligations under the Initial Revolving Credit Commitments and (II)(x) shall be unsecured or secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under the Initial Revolving Credit Commitments and (y) in case of an Incremental Revolving Credit Commitment (other than a Revolving Commitment Increase), the maturity date of such Incremental Revolving Credit Commitment shall be no earlier than the Revolving Commitment Termination Date in respect of the Initial Revolving Credit Commitments, and
(E) the Incremental Term Loans may participate on shall not be guaranteed by any Person that is not otherwise a pro rata basis Guarantor or less than pro rata basis (but be secured by any assets not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved]constituting Collateral.
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower Representative and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case Loans that are secured (A) incurred on a or prior to the date that is sixtwelve (612) months after the ClosingAmendment No. 2 Effective Date, (B) in the form of broadly syndicated, floating-rate, term B loans denominated in Dollars, (C) incurred in reliance on the Incremental Ratio Debt Basket and (D) pari passu basisin right of payment and security with the Initial Term Loans, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans, as applicable, by more than Loans plus 50 basis points per annum (unless the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of the Initial Term Loans, shall be Loans is increased by so as to cause the then applicable Yield Differentialunder this Agreement on the Initial Term Loans to equal the Yield then applicable to the Incremental Term Loans minus 50 basis points (the “MFN Adjustment”); provided, further that, if that the MFN Adjustment shall not apply to any Incremental Term Loan that (1) is incurred to finance an acquisition or similar Investment or (2) matures later than twelve (12) months following the Maturity Date of the Initial Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of (this clause (iii) but only to ), the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors“MFN Provision”).
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Revolving Loans and Incremental Term Commitments, as the case may be, Revolving Facilities of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsClass, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless as agreed between the Administrative Agent notifies Lead Borrower and the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the applicable Incremental Revolving Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any Persons providing such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term Loans:
Revolving Loans (except as otherwise specified below in this clause (i)) (A) shall rank pari passu not at any time be guaranteed by any Subsidiary other than a Loan Party (unless the Required Lenders have declined or junior in right of payment otherwise permitted a guarantee from such other Person and of security with the Term Loans (except as otherwise permitted under this Agreement) and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall are not mature earlier than the Latest Maturity Date of secured by a Lien on any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity property or asset of the Initial Term Loans Loan Parties that does not constitute Collateral (without giving effect to prior prepayments that would unless the Required Lenders have declined or otherwise modify the Weighted Average Life to Maturity of the Initial Term Loanspermitted a Lien on such Collateral and except as otherwise permitted under this Agreement),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.;
(ii) [Reserved]All terms of any Incremental Revolving Facilities and Incremental Revolving Loans thereunder shall be identical to the Revolving Credit Commitments and the Revolving Loans; provided, that underwriting, arrangement, structuring, ticking, commitment, upfront or similar fees, and other fees payable in connection therewith that are not shared with all relevant lenders providing such Incremental Revolving Facilities and related Incremental Revolving Loans, that may be agreed to among the Lead Borrower and the lender(s) providing and/or arranging Incremental Revolving Facilities and related Incremental Revolving Loans may be paid in connection with Incremental Revolving Facilities.
(iii) The terms, provisions and documentation of the amortization schedule Incremental Revolving Loans and Incremental Revolving Facilities may at the option of the Lead Borrower in consultation with the Administrative Agent, incorporate terms that would be favorable to existing Lenders of the applicable Class or Classes for the benefit of such existing Lenders of the applicable Class or Classes. In addition, if required to consummate any Incremental Revolving Loans and Incremental Revolving Facilities, the pricing, interest rate margins, rate floors, undrawn fees and premiums on the applicable Loan being increased may be increased or extended but additional upfront fees, original issue discount or similar fees may be payable to the Lenders participating in any such Incremental Revolving Loans and Incremental Revolving Facilities without any requirement to pay such amounts to any existing Lenders.
(iv) Upon the implementation of any Incremental Revolving Facility pursuant to this Section 2.22: (A) each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each relevant Incremental Revolving Lender, and each relevant Incremental Revolving Lender will automatically and without further act be deemed to have assumed a portion of such existing Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each deemed assignment and assumption of participations, all of the All-In Yield Revolving Lenders’ (including each Incremental Revolving Lender’s)
(1) participations hereunder in Letters of Credit and (2) participations hereunder in Swingline Loans shall be held ratably on the basis of their respective Revolving Credit Commitments (after giving effect to any increase in the Revolving Credit Commitment pursuant to this Section 2.22) and (ii) the existing Revolving Lenders of the applicable Class shall assign Revolving Loans to certain other Revolving Lenders of such Class (including the Incremental Term Loans of each Class Revolving Lenders providing the relevant Incremental Revolving Facility), and such other Revolving Lenders (including the Incremental Revolving Lenders providing the relevant Incremental Revolving Facility) shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitmentspurchase such Revolving Loans, in each case to the extent necessary so that are secured all of the Revolving Lenders of such Class participate in each outstanding Borrowing of Revolving Loans of such Class pro rata on a pari passu basis, if the All-In Yield applicable basis of their respective Revolving Credit Commitments of such Class (after giving effect to such Incremental Term Loans shall be greater than any increase in the applicable All-In Yield payable Revolving Credit Commitment pursuant to this Section 2.22); it being understood and agreed that the terms of minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement as amended through shall not apply to the date of such calculation with respect transactions effected pursuant to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.iv); and
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the identical to any Class of Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date Date, shall be consistent with clauses (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall below, as applicable, and otherwise be reasonably satisfactory to the Administrative Agent. In any event:
: (i) the Incremental Refinancing Term Loans:
: (A) (I) shall rank pari passu or junior in right of payment with the Obligations, (II) shall be secured by the Collateral and shall rank pari passu in right of security with the Term Loans Obligations and (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or III) shall be unsecured
guaranteed by the Guarantors; (B) as of the Refinancing Facility Closing Date, shall not mature have a final scheduled maturity date earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
Refinanced Debt; (C) (I) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans Refinanced Debt and (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(DII) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization schedule as determined by the Borrower and the applicable Incremental Refinancing Lenders; (D) shall have an all-in-yield (whether in the form of interest rate margin, OID or otherwise) determined by the Borrower and the applicable Refinancing Term Lenders, and
; (E) shall have fees determined by the Incremental Borrower and the applicable Refinancing Term Loans Loan arranger(s); (F) may participate on (I) a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments of any Class or Classes of Term Loans with a Maturity Date preceding the Maturity Date of the remaining Classes of Term Loans then outstanding or made with the proceeds of Refinancing Facilities)) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.and
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date Date, shall be consistent with clauses (i) have covenants through (iii) below, as applicable, and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken otherwise as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to the Administrative Agent (it being understood that to covenants and defaults that are only applicable after the extent any financial maintenance covenant is added for Latest Maturity Date at the benefit time of any such Incremental Commitment, no consent Facility Closing Date shall be required from as agreed between the Administrative Agent or any of Borrower and the applicable Incremental Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise need not be reasonably satisfactory to the Administrative Agent); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, original issue discount or similar fees) to the applicable Term Loans or Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) the Incremental Term Loans:
(A) shall rank (I) pari passu in right of payment and (II) pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans (and to the extent subordinated in right of payment or securityand, if applicable, shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrowera Second Lien Intercreditor Agreement), or shall be unsecured,
(B) as of the Incremental Facility Closing Date, shall not mature have a Maturity Date earlier than the Latest Maturity Date of any with respect to the Term Loans outstanding at (prior to giving effect to any extensions thereof occurring after the time of incurrence of such Incremental Term LoansMaturity Date),
(C) shall have an amortization schedule as determined by the Borrower and the applicable new Lenders, provided that, as of the Incremental Facility Closing Date, such Incremental Term Loans shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving as originally in effect prior to prior any amortization or prepayments that would otherwise modify thereto) on the Weighted Average Life to Maturity date of the Initial incurrence of such Incremental Term Loans),
(D) shall have an Applicable RateRate and, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and,
(E) shall have fees determined by the Borrower and the applicable Incremental Term Loans Loan arranger(s),
(F) may participate on a pro rata basis or less than or greater than a pro rata basis in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not on a greater than a pro rata basisbasis except in the case of a prepayment under Section 2.06(b)(iii)(B)) in any voluntary mandatory repayments or mandatory prepayments of principal of Term Loans hereunderhereunder (or, as specified if junior in the applicable Incremental Amendmentright of security, shall be on a junior basis with respect thereto), and
(G) may not be (x) secured by any assets other than Collateral or (y) guaranteed by any Person other than a Guarantor.
(ii) [Reserved].the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(iiiA) shall rank (I) pari passu in right of payment and (II) pari passu or junior in right of security with the amortization schedule applicable to any Incremental Revolving Credit Loans and the All-In Yield applicable Term Loans (and, if applicable, be subject to a Second Lien Intercreditor Agreement), (B) shall provide that the borrowing, prepayments and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Incremental Term Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pari passu basis, if pro rata basis with all other Revolving Credit Commitments existing on the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.Facility Closing Date,
Appears in 1 contract
Sources: Credit Agreement (Bright Horizons Family Solutions Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Closing Date Term Loans, each the 2020 Incremental Term Loans, the 2022 Incremental Term Loans or Closing Date Revolving Facility, as applicable, existing on the Incremental Facility Closing Date (i) have covenants and events of default that in Date, shall either, at the good faith determination option of the Borrower, (a) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower are in good faith), (b) be not materially less favorable more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole) to the Borrower , than the covenants and events of default terms of the Loan Documents Closing Date Term Loans, the 2020 Incremental Term Loans, the 2022 Incremental Term Loans or Closing Date Revolving Facility, as applicable, except, in each case under this clause (when taken as a wholeb), with respect to (i) covenants (provided that a certificate including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period after the Latest Maturity Date of the Borrower Closing Date Term Loans, the 2020 Incremental Term Loans, the 2022 Incremental Term Loans or Closing Date Revolving Facility, as to the satisfaction of such requirement delivered at least five (5) Business Days applicable, in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be or (ii) a Previously Absent Financial Maintenance Covenant (so long as, (I) to the extent that any such Indebtedness, together with terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a reasonably detailed description Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the material terms Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility and conditions of such Indebtedness or drafts of documentation relating thereto, stating (II) to the extent that the Borrower has determined in good faith that any such terms and conditions satisfy of any Incremental Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the foregoing requirements applicable Latest Maturity Date of this clause (D)the Closing Date Term Loans, the 2020 Incremental Term Loans and/or the 20202022 Incremental Term Loans, such Previously Absent Financial Maintenance Covenant shall be conclusive unless included for the benefit of the Closing Date Term Loans and/or, the 2020 Incremental Term Loans and/or the 2022 Incremental Term Loans, as applicable) or (c) contain such terms, provisions and documentation as are reasonably satisfactory to the Administrative Agent notifies (or in the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description case of the basis upon which it disagrees)Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that provided that, at Borrower’s election, to the extent any financial maintenance covenant term or provision is added for the benefit of any such (i) the Lenders of Incremental CommitmentTerm Loans or Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent or any of the Lenders Lender to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) term or provision is also added added, or the features of such term or provision are provided, for the benefit of any corresponding existing Facilitythe Lenders of the Closing Date Term Loans and/or, and the 2020 Incremental Term Loans and/or the 2022 Incremental Term Loans, as applicable or (ii) the Lenders under Incremental Revolving Commitments, no consent shall otherwise be reasonably satisfactory to required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date (provided that, if such Incremental Term Loans are intended to be “fungible” with any Class of Term Loans, notwithstanding any other conditions specified in this Section 2.14(5), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Administrative Agent to provide that such Incremental Term Loans will be (or will be deemed to be) “fungible” with the applicable existing Class of Term Loans). In any event:
(ia) the Incremental Term Loans:
(Ai) (I) shall rank pari passu or junior equal in priority in right of payment with the First Lien Obligations under this Agreement and (II) shall either (A) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the Term Loans (First Lien Obligations under this Agreement and to the extent subordinated in right of payment or security, shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), a First Lien/Second Lien Intercreditor Agreement or shall (B) be unsecured, in each case as applicable pursuant to Section 2.14(4)(c) above,
(Bii) shall not mature earlier than the Latest Original Term Loan Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term LoansDate,
(Ciii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Closing Date Term Loans or the 2022 Incremental Term Loans on the date of incurrence of such Incremental Term Loans,
(without giving effect iv) subject to prior prepayments clause (5)(a)(iii) above, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders (provided, that would otherwise modify if such Incremental Term Loans are intended to be “fungible” with any existing Class of Term Loans notwithstanding any other conditions specified in this Section 2.14(5)(a), the Weighted Average Life amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to Maturity be agreed by the Borrower and the Administrative Agent to provide that the Incremental Term Loans will be (or will be deemed to be) “fungible” with the applicable existing Class of the Initial Term Loans),
(Dv) shall have an Applicable Rateto the extent secured by Liens on the Collateral on a pari passu basis with the First Lien Obligations (but without regard to the control of remedies), and subject may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement, such Incremental Term Loans may not participate on a greater than a pro rata basis as compared to clauses any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (e)(i)(Bb) and (e)(i)(Cc)(i)), as specified in the applicable Incremental Amendment,
(vi) above and clause shall be denominated in Dollars or, subject to the consent of the Administrative Agent (e)(iii) belownot to be unreasonably withheld, amortization delayed or conditioned), another currency as determined by the Borrower and the applicable Incremental Term Lenders,
(vii) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, and
(Eviii) in the case of Incremental Term Loans that are secured, the obligations in respect thereof shall not be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral; provided that Incremental Term Loans may participate be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long term Indebtedness (so long as such credit facility includes customary “rollover provisions” that satisfy the requirements of clauses (ii) and (iii) above following such rollover), in which case, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clauses (ii) and (iii) above shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions;
(b) the Incremental Revolving Commitments and Incremental Revolving Loans:
(i) (I) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (II) shall either (A) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement and shall be subject to a First Lien/Second Lien Intercreditor Agreement and or (B) be unsecured, in each case as applicable pursuant to Section 2.14(4)(c) above,
(ii) shall not mature earlier than the Original Revolving Facility Maturity Date, and shall not be subject to amortization,
(iii) except as set forth in clause (v) below, shall provide that the borrowing and repayment (other than permanent repayment) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date,
(iv) subject to the provisions of Section 2.03(12) and 2.04(7) in connection with Letters of Credit and Swing Line Loans, respectively, which mature or expire after a Maturity Date at any time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall provide that all Letters of Credit and Swing Line Loans shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the Incremental Facility Closing Date (and except as provided in Sections 2.03(12) and 2.04(7), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit and Swing Line Loans theretofore incurred or issued),
(v) shall provide that the permanent repayment of Revolving Loans in connection with a termination of Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis or less than a pro rata basis (but not on a or greater than a pro rata basisbasis (I) with respect to (A) repayments required upon the Maturity Date of any Incremental Revolving Commitments and (B) repayments made in connection with any voluntary refinancing of Incremental Revolving Commitments or mandatory prepayments (II) as compared to any other Revolving Commitments with a later maturity date than such Incremental Revolving Commitments), in each case, with all other Revolving Commitments existing on such Incremental Facility Closing Date,
(vi) shall provide that assignments and participations of Term Incremental Revolving Commitments and Incremental Revolving Loans hereundershall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Incremental Facility Closing Date,
(vii) shall provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as specified in the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Administrative Agent,
(viii) shall have an Applicable Rate determined by the Borrower and the applicable Incremental AmendmentRevolving Lenders,
(ix) shall be denominated in Dollars or, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), another currency as determined by the Borrower and the applicable Incremental Revolving Lenders,
(x) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, and
(xi) in the case of Incremental Revolving Commitments and Incremental Revolving Loans that are secured, the obligations in respect thereof shall not be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral; provided that Incremental Revolving Commitments and Incremental Revolving Loans may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long term indebtedness (so long as such credit facility includes customary “rollover provisions” that satisfy the requirements of clause (ii) above following such rollover), in which case, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clause (ii) above shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions; provided further that on the date of effectiveness of any Incremental Revolving Commitments, the L/C Sublimit and/or Swing Line Sublimit, as applicable, shall increase by an amount, if any, agreed upon by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent), the Borrower and the relevant Issuing Banks and/or the Swingline Lender, as applicable.
(ii) [Reserved].
(iiic) the amortization schedule applicable to any Incremental Loans Applicable Rate and the All-In Yield fees applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments(other than the 2020 Incremental Term Loans and, the 2021 Incremental Term Loans and the 2022 Incremental Term Loans) that (I) is secured by the Collateral and ranks equal in each case that are secured on a pari passu basispriority of right of security with the First Lien Obligations under this Agreement (but without regard to the control of remedies) and (II) is in the form of Dollar-denominated term loans, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Closing Date Term Loans, as applicablethe 2020 Incremental Term Loans and/or the 20202022 Incremental Term Loans, by more than respectively, in each case plus 50 basis points per annum (unless the amount of such excess, the “Yield Differential”) then the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Eurodollar Rate or Base Rate floor) with respect to each Class of the Closing Date Term Loans or, the 2020 Incremental Term Loans and/or the 2022 Incremental Term Loans, shall be as applicable, is increased by so as to cause the then applicable All-In Yield Differential; providedunder this Agreement on the Closing Date Term Loans, further that, if any the 2020 Incremental Term Loans include and/or 20202022 Incremental Term Loans, as applicable, to equal the All-In Yield then applicable to the Incremental Term Loans, minus 50 basis points per annum (it being understood and agreed that any increase in All-In Yield on the Closing Date Term Loans or, the 2020 Incremental Term Loans or the 2022 Incremental Term Loans, as applicable, due to the application of a Eurocurrency Eurodollar Rate or Base Rate floor that is greater than on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurocurrency Eurodollar Rate or Base Rate floor applicable to any existing Class of such Closing Date Term Loans or, such 2020 Incremental Term Loans or such 2022 Incremental Term Loans, such differential between interest rate floors shall be included in as applicable) (this proviso, the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors“MFN Provision”).
Appears in 1 contract
Sources: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsLenders, and except as otherwise set forth herein, to the extent not consistent identical to the Initial Term Facility or InitialExtended Revolving Facility, as applicable, existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (ii) be not materially more favorable (when taken as a whole), as reasonably determined by the Borrower, to the Incremental Lenders providing such Incremental Facility than the terms and conditions of the Initial Term Facility or InitialExtended Revolving Facility, as applicable, except, in each case under this clause (ii), with respect to (x) covenants and other terms only applicable to periods after the Term LoansMaturity Date for the Initial Term Facility or the Revolving Maturity Date for the InitialExtended Revolving Facility, as applicable, or (y) covenants and other terms reasonably satisfactory to the Administrative Agents; provided that to the extent any covenant or term is (I) added for the benefit of the Incremental Lenders of an Incremental Term Commitment, such covenant or term will be deemed satisfactory to the Term Administrative Agent to the extent that such term or covenant is also added, or the features of such term or provision are provided, for the benefit of the Initial Term Facility or (II) added for the benefit of Incremental Lenders of an Incremental Revolving Facility, such covenant or term will be deemed satisfactory to the Revolving Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the InitialExtended Revolving Facility; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date (i) have covenants and events of default that provided that, if such Incremental Term Loans are to be “fungible” with any existing Term Loans, notwithstanding any other conditions specified in this Section 2.20(e), the good faith determination of the Borrower are not materially less favorable (when taken as a wholeamortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as Term Administrative Agent to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith ensure that such terms and conditions satisfy the foregoing requirements of this clause (D), shall Incremental Term Loans will be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees “fungible” with such determination (including a description of the basis upon which it disagreesexisting Term Loans)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term LoansLoans and Incremental Term Commitments:
(A) shall not be guaranteed by any Person other than any Loan Party unless such guarantee is provided for the benefit of the Lenders;
(B) (i) shall rank pari passu or junior equal in right of payment and in priority of right of security with the Initial Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredLoans;
(BC) shall not mature earlier than the Latest Term Maturity Date of any for the Initial Term Loans outstanding at (other than in a principal amount not to exceed the time of incurrence of such Maturity Limitation Excluded Amount); provided that the requirements set forth in this clause (C) shall not apply to any Incremental Term Loans,Loans consisting of a customary bridge facility, so long as such bridge facility provides for an automatic extension to long-term Indebtedness that satisfies the requirements set forth in this clause (C);
(CD) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments Loans; provided that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
requirements set forth in this clause (D) shall have not apply to (x) any Maturity Limitation Excluded Amount and (y) any Incremental Term Loans consisting of a customary bridge facility, so long as such bridge facility provides for an Applicable Rate, and automatic extension to long-term Indebtedness that satisfies the requirements set forth in this clause (D);
(E) subject to clauses clause (e)(i)(B) and (e)(i)(CD) above and clause (e)(iiiiii) belowbelow and Section 2.20(e)(iii), shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders, and;
(EF) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of the Initial Term Loans hereunder, as specified in the applicable Incremental Facility Amendment; provided that voluntary prepayments may be made on a non pro rata basis; and
(G) may contain customary “most-favored nation” pricing provisions with respect to future incurrences of Indebtedness.
(ii) [Reserved].the Incremental Revolving Loans and Incremental Revolving Commitments:
(A) shall not be guaranteed by any Person other than any Loan Party unless such guarantee is provided for the benefit of the Lenders,
(B) shall rank equal in right of payment and in priority of right of security with the InitialExtended Revolving Loans,
(C) shall not mature earlier than the Revolving Maturity Date for the InitialExtended Revolving Loans (without giving effect to the proviso in the definition of “Revolving Maturity Date”) (other than in a principal amount not to exceed the Maturity Limitation Excluded Amount or any customary bridge facility, so long as such bridge facility provides for an automatic extension to long-term Indebtedness that satisfies the requirements set forth in this clause (C)) and shall not be subject to amortization;
(D) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Commitments (and related outstanding Incremental Revolving Loans), (2) repayments required upon the Maturity Date of any Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date;
(E) subject to the provisions of Section 2.04 in connection with Letters of Credit which mature or expire after a Maturity Date at any time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall provide that all Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.04, without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued);
(F) shall provide that the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis or less than a pro rata basis or greater than a pro rata basis, in each case, with all other Revolving Commitments existing on such Incremental Facility Closing Date;
(G) shall provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Revolving Administrative Agent; and
(H) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Credit Lenders;
(iii) the interest rate margins, original issue discount or upfront fees (if any), interest rate floors (if any) and amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall will be determined by the Borrower and the applicable new Lenders and shall be set forth lenders providing such Incremental Term Loans; provided that in each applicable Incremental Amendment; provided, however, the event that the Effective Yield with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than that satisfy each of the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that MFN Conditions is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Effective Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term B-2 Loans would cause an increase in the interest rate then in effect thereunderby more than 0.50%, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to Rate for the existing Term B-2 Loans shall be increased to the extent of necessary so that the Effective Yield for the Term B-2 Loans is equal to the Effective Yield for such differential between interest rate floorsIncremental Term Loans minus 0.50% (this clause (iii), the “MFN Adjustment”).
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term identical to any Class of Loans, each existing on the Incremental Facility Closing Date Date, shall be consistent with clauses (i) have covenants through (iii) below, as applicable, and events of default otherwise reasonably satisfactory to the Administrative Agent; provided that in the good faith determination case of a Loan Increase, the Borrower are not materially less favorable terms, provisions and documentation of such Loan Increase shall be identical (when taken as a wholeother than with respect to upfront fees, OID or similar fees) to the Borrower than applicable Class of Loans being increased, in each case, as existing on the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentFacility Closing Date. In any event:
(i) the Incremental Term Loans:
(A) (I) shall rank pari passu or junior in right of payment with the Obligations under Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Term Obligations under Initial Loans and other Loans required to be secured on a pari passu basis with the Initial Loans (and to the extent subordinated in right of payment or securityand, if applicable, subject to a Subordination Agreement (if subject to payment subordination) and/or a Third Lien Intercreditor Agreement (if subject to lien subordination) (or, alternatively, terms in the Incremental Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangements reasonably arrangement satisfactory to the Administrative Agent Borrower and the Borrower), Administrative Agent) or shall be unsecured,
(B) as of the Incremental Amendment Date, shall not mature have a final scheduled maturity date earlier than the Latest Maturity Date of the Initial Loans or any Extended Term Loans outstanding at as to which the time of incurrence of such Incremental Initial Loans were the Existing Term LoansLoan Tranche,
(C) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Rate and amortization for a Loan Increase shall be the Applicable Rate and amortization for the Class being increased,
(E) shall have fees determined by the Borrower and the applicable Incremental Loan arranger(s), and
(EF) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y) or any voluntary prepayments of any Class of Loans with an earlier Maturity Date than any other Classes of Loans)) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.;
(ii) [Reserved].; and
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Loan Commitments, in each case that are secured on a Commitments (to the extent pari passu basisin right of payment and security with the Initial Loans), if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than Initial Loans plus 50 basis points per annum (the amount of such excess, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to each Class of Term Loans, shall be the Initial Loans is increased by so as to cause the then applicable All-In Yield Differentialunder this Agreement on the Initial Loans to equal the All-In Yield then applicable to the Incremental Loans minus 50 basis points; provided, further thatfurther, if that any Incremental Term Loans include increase in All-In Yield to any Initial Loan due to the application or imposition of a Eurocurrency Rate or Base Rate floor that is greater than the on any Incremental Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsInitial Loan.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, identical to any Class of Loans each existing on the Incremental Refinancing Facility Closing Date Date, shall be consistent with clauses (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall below, as applicable, and otherwise be reasonably satisfactory to the Administrative Agent. In any event:
(i) the Incremental Refinancing Term Loans:
(A1) shall rank pari passu or junior in right as of payment and of security with the Term Loans (and to the extent subordinated in right of payment or securityRefinancing Facility Closing Date, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature have a final scheduled maturity date earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term LoansRefinanced Debt,
(C2) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans)Refinanced Debt,
(D3) shall have an Applicable RateMargin and LIBOR Rate or Base Rate floor (if any), and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii1) belowabove, amortization determined by the Borrower and the applicable Incremental Term Refinancing Lenders, and,
(E4) shall have fees determined by the Incremental Term Loans Borrower and the applicable Refinancing Loan arranger(s),
(5) may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except in respect of any Refinanced Debt, prepayments with Borrower Retained Prepayment Amounts or any voluntary prepayments of any Class of Loans with an earlier Maturity Date than any other Classes of Loans)) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified or if junior in right of security, shall be on a junior basis with respect thereto,
(6) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and
(7) (I) shall rank pari passu or junior in right of payment with the Obligations under the Initial Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under the Initial Loans (and, if applicable, subject to a subordination agreement and/or an intercreditor agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined agreement, as agreed by the Borrower and the applicable new Lenders Administrative Agent) or other lien subordination and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant intercreditor arrangement satisfactory to the terms of this Agreement as amended through Borrower and the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsAdministrative Agent).
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, identical to any Class of Loans each existing on the Incremental Refinancing Facility Closing Date Date, shall be consistent with clauses (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall below, as applicable, and otherwise be reasonably satisfactory to the Administrative Agent. In any event:
(i) the Incremental Term Refinancing Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu or junior in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRefinanced Debt;
(B) as of the Refinancing Facility Closing Date, shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans Refinanced Debt;
(without giving effect to prior prepayments that would otherwise modify C) any Permitted Junior Secured Refinancing Debt or Permitted Unsecured Refinancing Debt shall have a final maturity date which is no earlier than ninety-one (91) days after the Weighted Average Life to Latest Maturity of the Initial Term Loans),Date then existing;
(D) shall have an Applicable RateRate and Adjusted LIBO Rate or Alternate Base Rate floor (if any), and subject to clauses (e)(i)(BA) and (e)(i)(CB) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Term Refinancing Lenders, and;
(E) shall have fees determined by the Incremental Term Loans Borrower and the applicable Refinancing Loan arranger(s);
(F) may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except in respect of any voluntary prepayments of any Class of Loans with an earlier Maturity Date than any other Classes of Loans or in the case of any permitted refinancing thereof)) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified or if junior in right of security, shall be on a junior basis with respect thereto,
(G) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing;
(H) (I) shall rank pari passu or junior in right of payment with the Obligations under the initial Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall rank pari passu (which may be in the form of notes and loans limited to being unsecured or secured solely on a junior lien basis) or junior in right of security with the Obligations under the initial Loans (and, if applicable, subject to a subordination agreement and/or an intercreditor agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement reasonably satisfactory to the applicable new Lenders Borrower and the Administrative Agent); and
(I) may include any Previously Absent Financial Covenant so long as the Administrative Agent shall be set forth in have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Covenant for the benefit of each applicable Incremental Amendment; Class (provided, however, that with if (x) the documentation governing any Refinancing Amendment that includes a Previously Absent Financial Covenant in respect to of and for the benefit of a “Revolving Commitment” only and (y) such Previously Absent Financial Covenant is a financial maintenance covenant solely for the benefit of a Class of revolving loans (and not any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms Class of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excessterm loans), the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect Previously Absent Financial Covenant shall only be required to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in this Agreement for the calculation benefit of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsRevolving Loans.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loansidentical to (or constituting a part of) any Class of term [Valvoline - Credit Agreement] loans or revolving credit commitments, as applicable, each existing on the Incremental applicable Refinancing Facility Closing Date Date, shall be consistent with clauses (i) have covenants or (ii) below, as applicable, and events of default that in the good faith determination of the Borrower are not materially less favorable otherwise shall be (when taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Borrower Refinancing Lenders than the covenants and events of default of the Loan Documents those applicable to such Class (when taken as a whole) being refinanced (provided that a certificate of the Borrower as except for (1) covenants or other provisions applicable only to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply periods after the Latest Maturity Date (as of the applicable Refinancing Facility Closing Date) and (2) pricing, fees, rate floors, optional prepayment or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to redemption terms), unless the extent any financial maintenance covenant is added for Lenders under the existing Facilities are given the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” terms and provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental The Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu or junior in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRefinanced Debt,
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans Refinanced Debt on the date of incurrence of such Refinancing Loans,
(without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans)C) shall not be Guaranteed by any Person other than a Loan Party and shall not be borrowed by any Person other than a Loan Party,
(D) shall not have an Applicable Ratea greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interest and fees on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Refinancing Term Loans plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Term Loans,
(E) (I) shall rank pari passu in right of payment with the Obligations under the then existing Term A Loans and Revolving Credit Loans and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by an intercreditor agreement on terms reasonably satisfactory to the Borrower and the applicable Incremental Term LendersAdministrative Agent, and
(EF) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of then existing Term A Loans hereunderunder Section 2.05, as specified in the applicable Incremental Refinancing Amendment.; and
(ii) [Reserved].the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans:
(iiiA) (I) shall rank pari passu in right of payment with the amortization schedule applicable Obligations and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to any Incremental Loans and the All-In Yield applicable an intercreditor agreement on terms reasonably satisfactory to the Incremental Term Loans of each Class Administrative Agent, [Valvoline - Credit Agreement]
(B) shall be determined by not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that Maturity Date with respect to any the Refinanced Debt,
(C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans under Incremental Term Loan Commitments, in each case that are secured with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pari passu pro rata basis with all other then existing Revolving Credit Commitments,
(D) all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the Refinancing Facility Closing Date (without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(E) shall provide that the permanent repayment of Refinancing Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis, if or on a less than (but not greater than pro rata basis) pro rata basis, with all other revolving credit commitments under this Agreement, except that the All-In Yield applicable Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Incremental Term Class of Refinancing Revolving Loans on a greater than pro rata basis as compared to any other Class of revolving credit loans under this Agreement with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement,
(F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Refinancing Facility Closing Date,
(G) shall not be Guaranteed by any Person other than a Loan Party and shall not be borrowed by any Person other than a Loan Party, and
(H) shall not have a greater principal amount of Commitments than the applicable All-In Yield payable pursuant principal amount of the utilized Commitments of the Refinanced Debt plus any accrued but unpaid interest and fees on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such Refinancing Revolving Credit Commitments plus the amount of any tender premium or penalty or premium required to be paid under the terms of this Agreement as amended through the date instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such calculation with respect to Term Refinancing Revolving Credit Commitments or Refinancing Revolving Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Valvoline Inc)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders Term Banks providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Revolving Loans and any other Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredLoans;
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect and no scheduled principal or amortization payments shall be required in respect of such Term Loans except to prior prepayments that the extent such payments would otherwise modify not cause the Weighted Average Life to Maturity of such Term Loans at any time to be shorter than 50% of the Initial number of years remaining until the Revolving Maturity Date in effect; provided that, at no time shall there be Term LoansLoans hereunder which have more than three different maturity dates unless Administrative Agent otherwise consents to more than three different maturity dates;
(C) shall have an applicable rate, fees, premiums and, subject to Section 2.17(e)(i)(B) and Section 2.17(e)(i)(F),, amortization determined by Borrower and the applicable Term Banks;
(D) except as provided in Section 2.17(e)(i)(C) above, shall have an Applicable Ratemandatory prepayments, representations and subject to clauses warranties, covenants and events of default that are the same as, or no more restrictive on the Credit Parties (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization as determined by the Borrower and Administrative Agent in its reasonable discretion) than, those set forth in this Agreement prior to the applicable Incremental Term LendersLoan Facility Closing Date unless any more restrictive mandatory prepayments, andrepresentations and warranties, covenants and events of default are incorporated into this Agreement on the applicable Term Loan Facility Closing Date;
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Term Loan Amendment.; and
(iiF) [Reserved].
(iii) the shall provide that any mandatory prepayments or amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans payments in respect of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall only be greater than required if at least 20% of the applicable All-In Yield payable pursuant Total Revolving Commitments are unused and available to the terms of this Agreement as amended through the date of be drawn on a pro forma basis after giving effect to such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorspayments.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date Date, shall be consistent with clauses (i) have covenants through (iii) below, as applicable, and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken otherwise as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to the Administrative Agent (it being understood that to covenants and defaults that are only applicable after the extent any financial maintenance covenant is added for Latest Maturity Date at the benefit time of any such Incremental Commitment, no consent Facility Closing Date shall be required from as agreed between the Administrative Agent or any of Borrower and the applicable Incremental Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise need not be reasonably satisfactory to the Administrative Agent); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, original issue discount or similar fees) to the applicable Term Loans or Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) the Incremental Term Loans:
(A) shall rank (I) pari passu in right of payment and (II) pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans (and to the extent subordinated in right of payment or securityand, if applicable, shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrowera Second Lien Intercreditor Agreement), or shall be unsecured,
(B) as of the Incremental Facility Closing Date, shall not mature have a Maturity Date earlier than the Latest Maturity Date of any with respect to the Term Loans outstanding at (prior to giving effect to any extensions thereof occurring after the time of incurrence of such Incremental Term LoansMaturity Date),
(C) shall have an amortization schedule as determined by the Borrower and the applicable new Lenders, provided that, as of the Incremental Facility Closing Date, such Incremental Term Loans shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving as originally in effect prior to prior any amortization or prepayments that would otherwise modify thereto) on the Weighted Average Life to Maturity date of the Initial incurrence of such Incremental Term Loans),
(D) shall have an Applicable RateRate and, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,
(E) shall have fees determined by the Borrower and the applicable Incremental Term Loan arranger(s),
(F) may participate on a pro rata basis or less than or greater than a pro rata basis in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis except in the case of a prepayment under Section 2.06(b)(iii)(B)) in any mandatory repayments or prepayments of principal of Term Loans hereunder (or, if junior in right of security, shall be on a junior basis with respect thereto), and
(EG) may not be (x) secured by any assets other than Collateral or (y) guaranteed by any Person other than a Guarantor.
(ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(A) shall rank (I) pari passu in right of payment and (II) pari passu or junior in right of security with the Revolving Credit Loans and the Term Loans (and, if applicable, be subject to a Second Lien Intercreditor Agreement),
(B) shall provide that the borrowing, prepayments and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments existing on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(l) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exists Incremental Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(l) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) may participate provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in with all other Revolving Credit Commitments existing on the Incremental Facility Closing Date, including, for the avoidance of doubt, on a less than pro rata basis permitting the Borrower to permanently repay and terminate commitments of any voluntary earlier maturing Revolving Credit Commitments or mandatory prepayments Revolving Loans prior to the permanent repayment and termination of Term Loans hereunder, as specified in the applicable Incremental Amendment.Revolving Credit Commitments and Incremental Revolving Loans,
(iiE) [Reserved]shall provide that assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Incremental Facility Closing Date,
(F) shall provide that any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Credit Commitments hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three (3) different Maturity Dates unless otherwise agreed to by the Administrative Agent,
(G) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Credit Lenders, subject to clause (e)(iii) below,
(H) shall have fees determined by the Borrower and the applicable Incremental Revolving Credit Commitments arranger(s), and
(I) may not be (x) secured by any asset other than Collateral or (y) guaranteed by any Person other than a Guarantor.
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Borrower and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Loan Commitments or Incremental Revolving Credit Commitments, in each case case, that are secured on a pari passu basisbasis with the Obligations, if the All-In Yield applicable to such Incremental Term Loans or Incremental Revolving Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term B Loans or Revolving Credit Loans, as applicable, by more than plus 50 basis points per annum (the amount of such excess, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to each Class of the Term B Loans or Revolving Credit Loans, shall be as applicable, is increased by so as to cause the then applicable All-In Yield Differential; providedunder this Agreement on the Term B Loans or Revolving Credit Loans, further thatas applicable, if any to equal the All-In Yield then applicable to the Incremental Term Loans include or Incremental Revolving Loans, as applicable, minus 50 basis points; provided that any increase in All-In Yield to the Term B Loans or Revolving Credit Loans due to the application or imposition of a Eurocurrency Rate or Base Rate floor that is greater than the on any Incremental Term Loan or Incremental Revolving Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate or Base Rate floor applicable to any existing Class of the Term LoansB Loans or Revolving Credit Facility, such differential between interest rate floors shall be included as applicable, and in the calculation of All-In Yield for purposes of this clause (iii) but only each case, solely to the extent an increase in that the Eurocurrency application or Base Rate Floor applicable to the existing Term Loans imposition of such floor would cause an increase in the interest rate then in effect thereunderunder the Term B Loans or Revolving Credit Loans, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsas applicable.
Appears in 1 contract
Sources: Credit Agreement (Bright Horizons Family Solutions Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Loan Commitments, as the case may be, of any Class Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth hereinLenders; provided that, to the extent the terms of such Incremental Commitments are not consistent with the Term Loans, each existing on the Incremental Facility Closing Date Facilities (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) except to the Borrower than extent permitted by this Section 2.14), the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction terms of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), Incremental Commitments shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term LoansLoans and, as applicable, the New Revolving Credit Commitments:
(A) shall rank pari passu or junior in right of payment and of security with the Term Revolving Credit Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredTerm Loans;
(B) in the case of Incremental Term Loans, shall not mature earlier than the Latest Maturity Date of any the Initial Term Loans outstanding at the time of incurrence of such Incremental Term Loans,;
(C) in the case of New Revolving Credit Commitments, shall not mature earlier than the Latest Maturity Date of the Revolving Credit Commitments outstanding at the time of incurrence of such New Revolving Credit Commitments and shall not have amortization or scheduled mandatory commitment reductions (other than at maturity);
(D) in the case of Incremental Term Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the then-existing Initial Term Loans),;
(E) in the case of Incremental Term Loans, subject to clause (B) and (D) above, shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and;
(EF) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
subject to clause (iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class below, shall be have an Applicable Margin determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Lenders or Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term LoansRevolving Credit Lenders, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.;
Appears in 1 contract
Sources: Credit Agreement (Blucora, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsCommitments and, and except as otherwise set forth herein, unless such terms, provisions and documentation (other than any terms and provisions which are applicable only after the Latest Maturity Date of the Term Loans or Revolving Credit Commitments existing on the Incremental Facility Closing Date) shall be either (x) substantially identical to the extent not consistent with the Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date or (iy) have covenants and events of default that in the good faith determination of the Borrower are not materially less no more favorable (when taken as a whole) to the Borrower Incremental Lenders than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of under the Term Loans receive or Revolving Credit Commitments, as applicable, each existing on the benefit of Incremental Facility Closing Date and such more restrictive terms or (y) any such terms, provisions apply after the Latest Maturity Date or and documentation shall otherwise be reasonably satisfactory to Administrative Agent Agent; provided that (it being understood that i) to the extent any financial maintenance covenant Previously Absent Financial Maintenance Covenant is added for the benefit of any such Incremental CommitmentTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent shall be given prompt written notice of such Previously Absent Financial Maintenance Covenant and the Loan Documents shall be automatically and without further action deemed modified on or any of the Lenders prior to the extent that Incremental Facility Closing Date to include such financial maintenance covenant (together with any related “equity cure” provisions) is also added Previously Absent Financial Maintenance Covenant for the benefit of the Loans, it being understood that upon the amendment of the Loan Documents to include such Previously Absent Financial Maintenance Covenant, any corresponding existing Facilitysubsequent amendment, modification or waiver to the Loan Documents as it pertains to such Previously Absent Financial Maintenance Covenant shall only be permitted in the manner detailed under Section 10.01 and (ii) Term Loan Increases and Revolving Commitment Increases of any Class shall otherwise be reasonably satisfactory identical to Administrative Agentthe then existing Term Loans or Revolving Credit Commitments of such Class, as applicable. In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Revolving Credit Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredTerm Loans,
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowbelow and Section 2.07(a), shall have an Applicable Rate and amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.;
(ii) [Reserved].the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall have terms that are substantially consistent with those of the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii) or such other deviations reasonably satisfactory to the Administrative Agent; provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than, and will require no scheduled amortization or differing mandatory commitment reduction prior to, the Latest Maturity Date of any Revolving Credit Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments,
(C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(D) subject to the provisions of Section 2.03(n) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued),
(E) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(G) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Effective Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that in the case of any Incremental Term Loans obtained on or prior to the first anniversary of the Closing Date, the Effective Yield applicable thereto (as determined on the date of initial incurrence thereof) may not be more than 0.50% higher than the Effective Yield applicable to the Initial Term Loans (as determined on such date) unless the Applicable Rate with respect to any the Initial Term Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In is adjusted to be equal to such Effective Yield applicable with respect to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicableminus, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors0.50%.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Lead Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the identical to any Class of Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date Date, shall be consistent with clauses (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken ii) below, as a whole) applicable, and otherwise reasonably satisfactory to the Borrower than the Administrative Agent (except for covenants and events of default of or other provisions (a) conformed (or added) in the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as pursuant to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtednessrelated Refinancing Amendment, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) in the Lenders case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Credit Loans receive and Refinancing Revolving Credit Commitments, for the benefit of such more restrictive terms the Revolving Credit Lenders or (yb) any such provisions apply applicable only to periods after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any as of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentIncremental Amendment Date). In any event:
(i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu or junior in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRefinanced Debt,
(B) as of the Refinancing Facility Closing Date, shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans)Refinanced Debt,
(DC) shall have an Applicable RateMargin and LIBO Rate or Base Rate floor (if any), and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders, and,
(D) shall have fees determined by the Lead Borrower and the applicable Refinancing Term Loan arranger(s),
(E) the Incremental Term Loans may participate on (I) a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iii)(x) and Section 2.05(b)(v)(A)(y)) in any voluntary or mandatory prepayments of Term Loans hereunder; provided that, any such Refinancing Term Loans that are junior in right of payment or security with respect to the Term B Loans may only participate in any such mandatory prepayments on a junior basis to the Term B Loans and any then-existing Term Loans that are pari passu in right of payment and security with the Term B Loans,
(F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and
(G) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt, (II) no Person other than a Loan Party shall Guarantee or otherwise be obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall have the same or more junior rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of payment or security with respect to the other Obligations, subject to a Subordination Agreement, as specified applicable (or, alternatively, terms in the applicable Incremental Amendment.Refinancing Amendment substantially similar to those in such Subordination Agreement, as agreed by the Lead Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Administrative Agent); and
(ii) [Reserved].the Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans:
(iiiA) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinancing Revolving Credit Commitments (and, to the extent subordinated in right of payment with respect to the other Obligations, subject to a Subordination Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such Subordination Agreement, as agreed by the Lead Borrower and Administrative Agent) or other subordination arrangement satisfactory to the Lead Borrower and the Administrative Agent), (II) no Person other than a Loan Party shall Guarantee or otherwise be obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt,
(B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt and (II) shall not have any scheduled amortization schedule or mandatory Commitment reductions prior to the maturity date of the Refinanced Debt,
(C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date,
(D) may be elected to be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the consent of the Swing Line Lender and each L/C Issuer, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Refinancing Amendment, provided such election may be made conditional upon the termination of one or more other Participating Revolving Credit Commitments,
(E) may provide that the permanent repayment of Revolving Credit Loans in connection with a permanent termination or reduction of Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments,
(F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to any Incremental Revolving Credit Commitments and Revolving Credit Loans then existing on the Refinancing Facility Closing Date,
(G) shall have an Applicable Margin and the All-In Yield applicable to the Incremental Term Loans of each Class shall be LIBO Rate or Base Rate floor (if any) determined by the Borrower and the applicable new Lenders Refinancing Revolving Credit Lenders,
(H) shall have fees determined by the Lead Borrower and the applicable Refinancing Revolving Credit Commitment arranger(s), and
(I) shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on not have a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater principal amount of Commitments than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the principal amount of such excessthe Commitments of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsrefinancing.
Appears in 1 contract
Sources: Credit Agreement (Trinseo S.A.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term Loans, Loans each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental CommitmentLoans and Incremental Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredLoans,
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term then-existing Loans),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.;
(ii) [Reserved].; and
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan CommitmentsCommitments made on or prior to the date that is 18 months after the Closing Date, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than Loans plus 50 basis points per annum (the amount of such excess, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, the Eurocurrency LIBO or Base Rate floor) with respect to the Loans is increased so as to cause the then applicable All-In Yield under this Agreement on each outstanding Class of Term Loans, shall be increased by Loans to equal the All-In Yield then applicable to the Incremental Loans minus 50 basis points; provided further that any increase in All-In Yield Differential; provided, further that, if to any Incremental Term Loans include existing Loan due to the application of a Eurocurrency LIBO or Base Rate floor that is greater than the Eurocurrency on any Incremental Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBO or Base Rate floor applicable to any such existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsLoan.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between among the Borrower Borrower, the Administrative Agent and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, each existing on the Incremental Facility Closing Date . In any event: (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as any Incremental Commitments with respect to a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material Revolving Commitment Increase shall be on terms and conditions identical to the aggregate Revolving Commitments; (ii) any Incremental Term Loan Commitments with respect to any new Class of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such Incremental Term Loan shall be on terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent and may include customary amortization and mandatory prepayments (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such new Class of Incremental CommitmentTerm Loan (and the Incremental Term Loan Commitments with respect thereto), no consent for such financial maintenance covenant shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of the existing credit facilities hereunder); provided, that, any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the new Class of Incremental Term Loans:
Loan shall (AA)(1) shall rank pari passu or junior in right of payment and of security with the Term Loans Revolving Facility and (and to 2) have no obligors other than the extent subordinated in right of payment or securityLoan Parties, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the Latest latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
Loan, (C) shall other than customary amortization and customary mandatory prepayments, have a Weighted Average Life to Maturity not shorter than the then-remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
Revolving Facility and (D) shall subject to clauses (B) and (C) of the proviso to this Section 2.16(e)(ii) set forth above, have an Applicable Rate, fees, customary amortization and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization customary mandatory prepayments determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to providing such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.Loan. 86
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term LoansRevolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such facility established pursuant to any Incremental CommitmentCommitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added (pursuant to the Incremental Amendment relating to such Incremental Commitments) for the benefit of any corresponding existing each then-outstanding Revolving Credit Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and to the extent subordinated in right of payment or securityRevolving Credit Loans, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrowerlimitations set forth in Section 2.14(d)(v), or shall be unsecured,
(B) shall not mature earlier than 91 days following the then Latest Revolving Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term LoansDate,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans)then-outstanding Revolving Credit Commitments,
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders.
(ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, andother than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans, subject to the limitations set forth in Section 2.14(d)(v),
(B) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall not mature earlier than the then Latest Revolving Maturity Date,
(C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(D) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(m) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(E) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Term Loans may participate Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(but not F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(G) any Incremental Revolving Credit Commitments may constitute a greater than pro rata basis) in any voluntary separate Class or mandatory prepayments of Term Loans hereunderClasses, as specified in the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Amendment.
Facility Closing Date; provided at no time shall there be Revolving Credit Commitments hereunder (iiincluding Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) [Reserved]which have more than three different Maturity Dates.
(iii) Subject to Sections 2.14(e)(i)(B) and (C), the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Loan CommitmentsRevolving Credit Commitments that will constitute “Priority Payment Lien Obligations” under the Closing Date Intercreditor Agreement when drawn, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Revolving Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Series A Revolving Credit Loans, Series B Revolving Credit Loans and Series C Revolving Credit Loans, as applicable, by more than plus 50 basis points points, in each case, per annum (the amount of such excess, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floorfloor applicable to such Incremental Revolving Credit Commitments, if any) with respect to each Class of Term the Series A Revolving Credit Loans, shall be the Series B Revolving Credit Loans and the Series C Revolving Credit Loans, as applicable, unless the Applicable Rate is increased by so as to cause the then applicable All-In Yield Differentialunder this Agreement on Series A Revolving Credit Loans, Series B Revolving Credit Loans and Series C Revolving Credit Loans, as applicable, to equal the All-In Yield then applicable to the Incremental Revolving Loans, minus 50 basis points; provided, further that, if provided that any Incremental Term Loans include increase in All-In Yield to any existing Revolving Credit Loan due to the application of a Eurocurrency or Base Rate floor that is greater than the on any Incremental Term Loan or Incremental Revolving Loan shall be effected solely through an implementation of a Eurocurrency or Base Rate floor applicable to any such existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsRevolving Credit Facility.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Lead Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the identical to any Class of Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date Date, shall be consistent with clauses (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken ii) below, as a whole) applicable, and otherwise reasonably satisfactory to the Borrower than the Administrative Agent (except for covenants and events of default of or other provisions (a) conformed (or added) in the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as pursuant to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtednessrelated Refinancing Amendment, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) in the Lenders case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Credit Loans receive and Refinancing Revolving Credit Commitments, for the benefit of such more restrictive terms the Revolving Credit Lenders or (yb) any such provisions apply applicable only to periods after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any as of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentIncremental Amendment Date). In any event:
(i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu or junior in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRefinanced Debt,
(B) as of the Refinancing Facility Closing Date, shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans)Refinanced Debt,
(DC) shall have an Applicable RateMargin and Benchmark Rate or Base Rate floor (if any), and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders, and,
(D) shall have fees determined by the Lead Borrower and the applicable Refinancing Term Loan arranger(s),
(E) the Incremental Term Loans may participate on (I) a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iii)(x) and Section 2.05(b)(v)(A)(y)) in any voluntary or mandatory prepayments of Term Loans hereunder; provided that, any such Refinancing Term Loans that are junior in right of payment or security with respect to the Term B Loans may only participate in any such mandatory prepayments on a junior basis to the Term B Loans and any then-existing Term Loans that are pari passu in right of payment and security with the Term B Loans,
(F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and
(G) (I) shall rank either pari passu or junior in right of payment with respect to the other Obligations as the applicable Refinanced Debt, (II) no Person other than a Loan Party shall Guarantee or otherwise be obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall have either a pari passu or junior rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of payment or security with respect to the other Obligations, subject to a Subordination Agreement, as specified applicable (or, alternatively, terms in the applicable Incremental Amendment.Refinancing Amendment substantially similar to those in such Subordination Agreement, as agreed by the Lead Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Administrative Agent); and
(ii) [Reserved].the Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans:
(iiiA) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinancing Revolving Credit Commitments (and, to the extent subordinated in right of payment with respect to the other Obligations, subject to a Subordination Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such Subordination Agreement, as agreed by the Lead Borrower and Administrative Agent) or other subordination arrangement satisfactory to the Lead Borrower and the Administrative Agent), (II) no Person other than a Loan Party shall Guarantee or otherwise be obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt,
(B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt and (II) shall not have any scheduled amortization schedule or mandatory Commitment reductions prior to the maturity date of the Refinanced Debt,
(C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date,
(D) may be elected to be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the consent of the Swing Line Lender and each L/C Issuer, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Refinancing Amendment, provided such election may be made conditional upon the termination of one or more other Participating Revolving Credit Commitments,
(E) may provide that the permanent repayment of Revolving Credit Loans in connection with a permanent termination or reduction of Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments,
(F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to any Incremental Revolving Credit Commitments and Revolving Credit Loans then existing on the Refinancing Facility Closing Date,
(G) shall have an Applicable Margin and the All-In Yield applicable to the Incremental Term Loans of each Class shall be Benchmark Rate or Base Rate floor (if any) determined by the Borrower and the applicable new Lenders Refinancing Revolving Credit Lenders,
(H) shall have fees determined by the Lead Borrower and the applicable Refinancing Revolving Credit Commitment arranger(s), and
(I) shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on not have a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater principal amount of Commitments than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the principal amount of such excessthe Commitments of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsrefinancing.
Appears in 1 contract
Sources: Credit Agreement (Trinseo PLC)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term Loans, each Loans existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term Loans:
(A) shall (x) rank pari passu or junior in right of payment and of security with and (y) have the same Guarantees as the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredLoans,
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial then-existing Term Loans),
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the The amortization schedule (subject to clause (i)(C) above) applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Commitments (other than Refinancing Term Loan CommitmentsLoans), in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to outstanding Term Loans, as applicable, by more than Loans plus 50 basis points per annum (unless the amount of such excess, the “Yield Differential”) then the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency floor or Base Rate floor) with respect to the Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on each outstanding Class of Term Loans, shall be increased by Loans to equal the All-In Yield then applicable Yield Differential; provided, further that, if any to the Incremental Term Loans include minus 50 basis points; provided that any increase in All-In Yield to any existing Term Loan due to the application of a Eurocurrency floor or Base Rate floor that is greater higher than the 1.25% or 2.25%, respectively, on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency floor or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsLoan.
Appears in 1 contract
Sources: Term Loan Credit Agreement (SMART Technologies Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term Loans, each Initial Loans existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (except for covenants and other provisions applicable only to the periods after the Latest Maturity Date) (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such facility established pursuant to any Incremental CommitmentCommitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added (pursuant to the Incremental Amendment relating to such Incremental Commitments) for the benefit of any corresponding existing each then-outstanding Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and subject to the extent subordinated in right of payment or securityPermitted Earlier Maturity Indebtedness Exception, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Initial Loans,
(CB) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the then-outstanding Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(DC) shall have an Applicable Rate, and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; ; provided, however, that with respect to any Incremental Loans (other than in respect of up to the greater of (x) $515,000,000 and (y) 100% of Consolidated EBITDA (the “MFN Trigger Amount”) in an aggregate principal amount of Incremental Loans as designated in writing by the Borrower to the Administrative Agent) under any Incremental Term Loan Commitments, in each case that are Commitments (a) secured by the Collateral on a pari passu basisbasis with the Initial Loans and (b) established on or prior to the date that is twelve (12) months after the Closing Date (the “MFN Sunset”), if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, such applicable Initial Loans by more than 50 100 basis points per annum (the amount of such excessexcess of the All-In Yield applicable to such Incremental Loans over the sum of the All-In Yield applicable to the applicable Initial Loans plus 100 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, with the Eurocurrency Rate or Base Rate floor, as applicable) with respect to each Class of Term Loans, the applicable Initial Loans shall be increased by the applicable Yield DifferentialDifferential (this proviso, the “MFN Protection”); providedprovided further that notwithstanding the foregoing, further thatthe MFN Protection shall not apply to Incremental Loans consisting of customary bridge facilities or customary term loan A facilities (as determined by the Borrower in good faith); and
(ii) [Reserved];
(iii) Subject to Sections 2.14(e)(i)(A) and (B), if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor amortization schedule applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in Incremental Loans and the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Incremental Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans of each Class shall be increased to determined by the extent of such differential between interest rate floorsBorrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Borrowers and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the identical to any Class of Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date Date, shall be consistent with clauses (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken ii) below, as a whole) applicable, and otherwise reasonably satisfactory to the Borrower than the Administrative Agent (except for covenants and events of default of or other provisions (a) conformed (or added) in the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as pursuant to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtednessrelated Refinancing Amendment, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) in the Lenders case of the any Class of Refinancing Term Loans receive and Refinancing Term Commitments, for the benefit of such more restrictive terms or the other Lenders of Term Loans and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the benefit of the other Lenders of Revolving Credit Loans (or such provisions apply Lenders who have provided Revolving Credit Commitments) or (b) applicable only to periods after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any as of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative AgentRefinancing Facility Closing Date). In any event:
(i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu or junior in right not have a final scheduled maturity date earlier than the maturity date of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRefinanced Debt,
(B) as of the Refinancing Facility Closing Date, shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Refinanced Debt,
(C) shall have an Applicable Rate and LIBO Rate or Alternate Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower Agent and the applicable Refinancing Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans)Lenders,
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization fees determined by the Borrower Agent and the applicable Incremental Refinancing Term Lenders, andLoan arranger(s),
(E) the Incremental Term Loans may participate on (I) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis in any mandatory prepayments of Term Loans hereunder,
(F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing, and
(G) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as specified in the applicable Incremental Amendment.Refinanced Debt and (II) shall be secured by the Collateral and shall have the same or more junior rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and to the extent subordinated in right of payment or security, shall be subject to subordination and/or intercreditor arrangements (as applicable) reasonably satisfactory to the Administrative Agent);
(H) (I) shall not be secured by any asset other than the Collateral and (II) shall not be guaranteed by any Person other than a Loan Party; and
(ii) [Reserved].the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans:
(iiiA) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and (II) shall be secured by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and to the extent subordinated in right of payment or security, shall be subject to subordination and/or intercreditor arrangements (as applicable) reasonably satisfactory to the Administrative Agent),
(B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt and (II) shall not have any scheduled amortization schedule or mandatory Commitment reductions prior to the maturity date of the Refinanced Debt,
(C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Refinancing Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (D) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date,
(D) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments (if on a greater than pro rata basis, only to the extent such Refinancing Revolving Credit Commitments are terminated in full),
(E) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to any Incremental Revolving Credit Commitments and Revolving Credit Loans then existing, if any, on the Refinancing Facility Closing Date,
(F) shall have an Applicable Rate and the All-In Yield applicable to the Incremental Term Loans of each Class shall be LIBO Rate or Alternate Base Rate floor (if any) determined by the Borrower Agent and the applicable new Lenders Refinancing Revolving Credit Lenders,
(G) shall have fees determined by the Borrower Agent and the applicable Refinancing Revolving Credit Commitment arranger(s),
(H) shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on not have a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater principal amount of Commitments than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the principal amount of such excessthe Commitments of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the “Yield Differential”refinancing, and
(I) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floorI) with respect to each Class of Term Loans, shall not be increased secured by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater asset other than the Eurocurrency or Base Rate floor applicable to Collateral and (II) shall not be guaranteed by any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floorsPerson other than a Loan Party.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Party City Holdco Inc.)
Required Terms. The terms, conditions, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Loan Commitments, as the case may be, of any Class Class, except as otherwise expressly set forth herein, shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (Lenders; provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term Loansthat:
(A) any Incremental Term Loans and any New Revolving Credit Commitments, as applicable:
(1) shall not be guaranteed by any Person other than any Loan Party and shall not be secured by any assets other than the Collateral;
(2) (x) in the case of any Incremental Term Loans, shall (I) rank pari passu or junior in right of payment and of security with any then-existing Term Loans, (II) be secured by a Lien on the Collateral on a pari passu basis or a junior basis with respect to any then-existing Term Loans or be unsecured and (and III) to the extent secured or subordinated in right of payment or securitypayment, be subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent Agent, including by entry to an Applicable Intercreditor Agreement, and (y) in the Borrower)case of any New Revolving Credit Commitments, or shall (I) rank pari passu with any Revolving Loan Commitments in effect after giving effect to such New Revolving Credit Commitments, (II) be unsecuredsecured by a Lien on the Collateral on a pari passu basis with respect to any Revolving Loan Commitments in effect after giving effect to such New Revolving Credit Commitments and (III) be subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent, including by entry to an Applicable Intercreditor Agreement;
(B3) in the case of any Incremental Term Loans, shall not (I) mature no earlier than the Latest Maturity Date latest maturity date of any Initial Term Loans outstanding at the time of incurrence of in effect after giving effect to such Incremental Term Loans,
Loans and (CII) shall have a Weighted Average Life weighted average life to Maturity not maturity no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the any Initial Term Loans in effect after giving effect to such Incremental Term Loans (without giving effect to prior any prepayments that would otherwise modify the Weighted Average Life weighted average life to Maturity maturity of the such Initial Term Loans),; provided that, at the option of the Borrower, this clause (A)(3) shall not apply to Incremental Term Loans in an aggregate outstanding principal amount of up to the Incremental Maturity Carveout as in effect immediately prior to the incurrence of such Incremental Term Loans;
(D4) (x) in the case of any Term Loan Increase, shall be on the same terms (including maturity date and, other than with respect to original issue discount or upfront fees, interest rates) other than fees, and be pursuant to the same documentation (other than the applicable Incremental Amendment and any other documentation evidencing such Term Loan Increase), as the applicable Class of then-existing Term Loans being increased, in each case, as existing at the time of consummation of such Term Loan Increase, and (y) in the case of any Revolving Commitment Increase, shall be on the same terms (including maturity date and, other than with respect to original issue discount or upfront fees, interest rates) other than fees, and be pursuant to the same documentation (other than the applicable Incremental Amendment and any other documentation evidencing such Revolving Commitment Increase), as the applicable Class of then-existing Revolving Loan Commitments being increased, in each case, as existing at the time of consummation of such Revolving Commitment Increase;
(5) (x) in the case of any Incremental Term Loans, subject to clause (A)(3) above, shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Loan Lenders, and (y) in the case of any New Revolving Credit Commitment, shall not provide for scheduled amortization payments or a final scheduled maturity date prior to the then final scheduled maturity date of the Revolving Loan Commitments in effect after giving effect to such New Revolving Credit Commitment; and
(E6) (x) in the case of any Other Term Loans, (I) may provide for the ability of the Incremental Term Loan Lenders thereunder to participate on a pro rata basis, a less than pro rata basis or a greater than pro rata basis in any voluntary prepayments of any then-existing Term Loans and (II) may provide for the ability of the Incremental Term Loan Lenders thereunder to participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of any then-existing Term Loans hereunderLoans, in each case, as specified in the applicable Incremental Amendment., and (y) in the case of any New Revolving Credit Commitment, may provide for the ability of the Incremental Revolving Credit Lenders thereunder to participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions with any then-existing Revolving Loan Commitment or New Revolving Credit Commitment, in each case, as specified in the applicable Incremental Amendment;
(ii) [Reserved].
(iiiB) the amortization schedule interest rate and fees applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by as agreed between the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental AmendmentLenders; providedprovided that, however, that with respect to any Loans under Incremental Term Loan Commitments, Loans in each case that are the form of a syndicated “term loan b” facility denominated in US dollars and secured by a Lien on the Collateral on a pari passu basisbasis with the Term Loans and incurred on or prior to the date that is twenty-four (24) months after the Effective Date, if the All-In Yield applicable to of any such Incremental Term Loans shall be greater than exceeds the applicable All-In Yield payable pursuant on the Initial Term Loans (calculated in the same manner and after giving effect to any amendment to interest rate margins under this Agreement after the Effective Date but immediately prior to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, applicable Incremental Facility Effective Date) by more than 50 basis points per annum (the amount of such excesspoints, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor Applicable Margin applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Initial Term Loans shall be increased to the extent necessary so that the All-In Yield on the Initial Term Loans is 50 basis points less than the All-In Yield on such Incremental Term Loans (it being agreed that any increase in the All-In Yield to the Initial Term Loans required due to the application of a Eurodollar Rate floor or Alternate Base Rate floor on any Incremental Term Loans shall be effected solely through an increase to (or implementation of, as applicable) the Eurodollar Rate floor or Alternate Base Rate floor, as applicable, applicable to the Initial Term Loans); provided, further, that, at the option of the Borrower, this clause (B) shall not apply to (I) Incremental Term Loans in an aggregate outstanding principal amount of up to the Incremental MFN Carveout as in effect immediately prior to the incurrence of such differential between interest rate floorsIncremental Term Loans, (II) any Incremental Term Loans maturing not less than eight (8) years after the Effective Date or (III) Incremental Term Loans incurred in connection with any Permitted Acquisition (this clause (B), the “MFN Provision”); and
(C) except as otherwise required or permitted in clauses (A) and (B) above, all other terms of any Incremental Facility shall be substantially consistent with any then-existing Term Loans, Revolving Loan Commitment or New Revolving Credit Commitment, as the case may be, or otherwise reasonably satisfactory to the Administrative Agent (it being understood that (I) terms not substantially consistent with any then-existing Term Loans or Revolving Loans, as applicable, but which are applicable only after the then final scheduled maturity date of such Term Loans, Revolving Loan Commitment or New Revolving Credit Commitment, as applicable, shall be deemed satisfactory to the Administrative Agent, and (II) terms that are more favorable to the Incremental Lenders or the agent in respect of such Incremental Facility than those contained in this Agreement, but which are conformed (or added) in this Agreement pursuant to an amendment hereto (which, notwithstanding anything herein to the contrary, shall require only the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned) and the Borrower) shall be deemed satisfactory to the Administrative Agent).
Appears in 1 contract
Sources: First Lien Credit and Guaranty Agreement (RadNet, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loansidentical to (or constituting a part of) any Class of term loans or revolving credit commitments, as applicable, each existing on the Incremental applicable Refinancing Facility Closing Date Date, shall be consistent with clause (i) have covenants or (ii) below, as applicable, and events of default that in the good faith determination of the Borrower are not materially less favorable otherwise shall be (when taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Borrower Refinancing Lenders than the covenants and events of default of the Loan Documents those applicable to such Class (when taken as a whole) being refinanced (provided that a certificate of the Borrower as except for (1) covenants or other provisions applicable only to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply periods after the Latest Maturity Date (as of the applicable Refinancing Facility Closing Date) and (2) pricing, fees, rate floors, optional prepayment or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to redemption terms), unless the extent any financial maintenance covenant is added for Lenders under the existing Facilities are given the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” terms and provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental The Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu or junior in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredRefinanced Debt,
(B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans Refinanced Debt on the date of incurrence of such Refinancing Loans,
(without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans)C) shall not be Guaranteed by any Person other than a Loan Party and shall not be borrowed by any Person other than a Loan Party,
(D) shall not have an Applicable Ratea greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interest and fees on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Refinancing Term Loans plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Term Loans,
(E) (1) shall rank pari passu in right of payment with the Obligations under the then existing Term A Loans and Revolving Credit Loans and (2) shall either be (x) secured by the Collateral (and shall not be secured by any assets not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by an intercreditor agreement on terms reasonably satisfactory to the Borrower and the applicable Incremental Term LendersAdministrative Agent, and
(EF) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of then existing Term A Loans hereunderunder Section 2.05, as specified in the applicable Incremental Refinancing Amendment.; and
(ii) [Reserved].the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans:
(iiiA) (1) shall rank pari passu in right of payment with the amortization schedule applicable Obligations and (2) shall either be (x) secured by the Collateral (and shall not be secured by any assets not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to any Incremental Loans and the All-In Yield applicable an intercreditor agreement on terms reasonably satisfactory to the Incremental Term Loans of each Class Administrative Agent,
(B) shall be determined by not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that Maturity Date with respect to any the Refinanced Debt,
(C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans under Incremental Term Loan Commitments, in each case that are secured with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pari passu pro rata basis with all other then existing Revolving Credit Commitments,
(D) all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the Refinancing Facility Closing Date (without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(E) shall provide that the permanent repayment of Refinancing Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis, if or on a less than (but not greater than pro rata basis) pro rata basis, with all other revolving credit commitments under this Agreement, except that the All-In Yield applicable Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Incremental Term Class of Refinancing Revolving Loans on a greater than pro rata basis as compared to any other Class of revolving credit loans under this Agreement with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement,
(F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Refinancing Facility Closing Date,
(G) shall not be Guaranteed by any Person other than a Loan Party and shall not be borrowed by any Person other than a Loan Party, and
(H) shall not have a greater principal amount of Commitments than the applicable All-In Yield payable pursuant principal amount of the utilized Commitments of the Refinanced Debt plus any accrued but unpaid interest and fees on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such Refinancing Revolving Credit Commitments plus the amount of any tender premium or penalty or premium required to be paid under the terms of this Agreement as amended through the date instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such calculation with respect to Term Refinancing Revolving Credit Commitments or Refinancing Revolving Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Valvoline Inc)
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Lead Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the identical to any Class of Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date Date, shall be consistent with clauses (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall below, as applicable, and otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the Borrower)benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or shall be unsecured
(Bb) shall not mature earlier than applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date). In any Term Loans outstanding at event: (i) the time of incurrence of such Incremental Refinancing Term Loans,
: (CA) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans Refinanced Debt, (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans),
(DC) shall have an Applicable RateMargin and LIBO Rate or Base Rate floor (if any), and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders, and
(D) shall have fees determined by the Lead Borrower and the applicable Refinancing Term Loan arranger(s), (E) the Incremental Term Loans may participate on (I) a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iii)(x) and Section 2.05(b)(v)(A)(y)) in any voluntary or mandatory prepayments of Term Loans hereunder; provided that, any such Refinancing Term Loans that are junior in right of payment or security with respect to the Term B Loans may only participate in any such mandatory prepayments on a junior basis to the Term B Loans and any then-existing Term Loans that are pari passu in right of payment and security with the Term B Loans, (F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (G) (I) shall rank either pari passu or junior in right of payment with respect to the other Obligations as the applicable Refinanced Debt, (II) no Person other than a Loan Party shall Guarantee or otherwise be obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall have either a pari passu or junior rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of payment or security with respect to the other Obligations, subject to a Subordination Agreement, as specified applicable (or, alternatively, 105 terms in the applicable Incremental Amendment.
Refinancing Amendment substantially similar to those in such Subordination Agreement, as agreed by the Lead Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Administrative Agent); and (ii) [Reserved].
the Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans: (iiiA) (I) shall have the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable same or more junior rank in right of payment with respect to the Incremental Term Loans other Obligations as the applicable Refinancing Revolving Credit Commitments (and, to the extent subordinated in right of each Class shall be determined payment with respect to the other Obligations, subject to a Subordination Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such Subordination Agreement, as agreed by the Lead Borrower and Administrative Agent) or other subordination arrangement satisfactory to the Lead Borrower and the applicable new Lenders and Administrative Agent), (II) no Person other than a Loan Party shall Guarantee or otherwise be set forth in each applicable Incremental Amendment; provided, however, that obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be secured by any Loans under Incremental Term Loan Commitments, in each case that are secured Lien on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater any asset other than the applicable All-In Yield payable pursuant to Collateral and (IV) shall have the terms same rank in right of this Agreement as amended through the date of such calculation security with respect to Term Loansthe other Obligations as the applicable Refinanced Debt, as applicable(B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, by more than 50 basis points per annum (the amount of such excessrespectively, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class the Refinanced Debt and (II) shall not have any scheduled amortization or mandatory Commitment reductions prior to the maturity date of Term Loansthe Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include made on a Eurocurrency pro rata basis or Base Rate floor that is greater less than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Applicable RateRefinancing Facility Closing Date, (D) applicable may be elected to be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the existing Term consent of the Swing Line Lender and each L/C Issuer, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be increased participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Refinancing Amendment, provided such election may be made conditional upon the extent termination of such differential between interest rate floors.one or more other Participating Revolving Credit Commitments, (E) may provide that the permanent repayment of Revolving Credit Loans in connection with a permanent termination or reduction of Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments, 106
Appears in 1 contract
Sources: Credit Agreement (Trinseo S.A.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower Borrower, the Administrative Agent and the applicable Incremental Lenders providing such Incremental Commitments, . In any event:
(i) any Incremental Commitments with respect to a Revolving Commitment Increase shall be on terms and except as otherwise set forth herein, conditions identical to the Class of Revolving Commitments being increased;
(ii) to the extent not consistent with identical to the Term Loans, each Loans existing on the Incremental Facility Closing Date (i) have covenants Date, any Incremental Term Loan Commitments and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Incremental Term Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material shall be on terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental CommitmentTerm Loans and Incremental Term Loan Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding the existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) credit facilities hereunder); provided that the Incremental Term Loans:
(A) shall (x) rank pari passu or junior in right of payment and of security with the then-existing Term Loans and (and to y) have no obligors other than the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredLoan Parties,
(B) shall not mature earlier than the Latest latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term LoansLoans (except that any Term Loan Increase shall have the same Maturity Date as the Class of Term Loans being increased),
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial then-existing Term Loans),
(D) subject to clauses (e)(ii)(B) and (e)(ii)(C) above, shall have an Applicable Rate, fees and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Lenders providing the Incremental Term LendersLoan, andand CHAR1\1536964v10
(E) the Incremental Term Loans may participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 1 contract
Sources: Credit Agreement (Synnex Corp)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Loan Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsClass, and except as otherwise set forth herein, shall be as agreed between the applicable Borrower and the applicable Incremental Lenders; provided that in no event will any Incremental Term Loans be permitted to be voluntarily or mandatorily prepaid prior to the repayment in full of the Term Loans, unless accompanied by at least a ratable payment of the Term Loans (provided that any Refinancing Amendment, Extension Amendment or Incremental Amendment may provide that the applicable Incremental Lenders shall receive a less than ratable payment); provided, further, that to the extent the terms of such Incremental Commitments are not consistent with the Term Loans, each existing on the Incremental Facility Closing Date Facilities (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) except to the Borrower than extent permitted by this Section 2.14), the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction terms of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), Incremental Commitments shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the Incremental Term LoansLoans and, as applicable, the New Revolving Credit Commitments:
(A) shall rank pari passu or junior in right of payment and of security with the Term Revolving Credit Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecuredTerm Loans;
(B) in the case of Incremental Term Loans, shall not mature earlier than the Latest Maturity Date of any the Initial Term Loans outstanding at the time of incurrence of such Incremental Term Loans,;
(C) in the case of New Revolving Credit Commitments, shall not mature earlier than the Latest Maturity Date of the Revolving Credit Commitments outstanding at the time of incurrence of such New Revolving Credit Commitments or have amortization or scheduled mandatory commitment reductions (other than at maturity);
(D) in the case of Incremental Term Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the then-existing Initial Term Loans),;
(DE) shall have an Applicable Ratein the case of Incremental Term Loans, and subject to clauses (e)(i)(BB) and (e)(i)(CD) above and clause (e)(iii) belowabove, shall have amortization determined by the Borrower Borrowers and the applicable Incremental Term Lenders;
(F) subject to clause (iii) below, shall have an Applicable Margin determined by the Borrowers and the applicable Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable;
(G) (x) in the case of Incremental Term Loans, shall be incurred in Dollars, and (y) in the case of New Revolving Credit Commitments, shall be denominated in Dollars; and
(EH) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Initial Term Loans hereunder, as specified in the applicable Incremental Amendment.;
(I) all other material terms of any Incremental Term Loans shall be substantially identical, or (taken as a whole) no more favorable (as reasonably determined by the Borrowers) to the Lenders providing such Incremental Term Loans than those applicable to the then-existing Term Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date of the then-existing Term Loans);
(ii) [Reserved].all material terms (other than with respect to margin, pricing, maturity or fees) of any Revolving Commitment Increase and Incremental Revolving Loans under such Revolving Commitment Increase shall be identical to the Revolving Credit Commitments and Revolving Credit Loans or otherwise reasonably acceptable to the Administrative Agent; it being understood and agreed that covenants or other provisions applicable only to the periods after the Latest Maturity Date of any then-existing Revolving Credit Commitments and Revolving Credit Loans shall be acceptable, subject, solely as to administrative matters to the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed);
(iii) the amortization schedule applicable with respect to any Incremental Loans and Term Loan or New Revolving Credit Commitments, the All-In Yield applicable to the such Incremental Term Loans or New Revolving Credit Commitments, as applicable, of each Class shall be determined by the Borrower Representative and the applicable new Incremental Term Lenders or Incremental Revolving Credit Lenders, and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to in respect of such Incremental Term Loans shall be greater than exceeds the applicable All-In Yield payable pursuant to the terms in respect of this Agreement as amended through the date of such calculation with respect to any then-existing Term Loans, as applicable, Loans by more than 50 basis points per annum (0.50%, the amount Applicable Margin of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of then-existing Term Loans, Loans shall be increased by adjusted such that the applicable All-In Yield Differentialof such then-existing Term Loans equals the All-In Yield of such Indebtedness minus 0.50%; provided that any amendments to the Applicable Margin in respect of any then-existing Term Loans that become effective subsequent to the Closing Date but prior to the time of such Indebtedness is incurred or borrowed shall also be included in such calculations, effective upon the making of loans under such Indebtedness; provided, further thatfurther, that if any Incremental Term Loans include such Indebtedness includes a Eurocurrency or Base Eurodollar Rate floor that is greater than the Eurocurrency 1.00% per annum or Base Rate an ABR floor applicable to any existing Class of Term Loansgreater than 2.00% per annum, such differential between interest rate floors the Eurodollar Rate floor or the ABR floor, as the case may be, shall be included in equated to the calculation of applicable All-In Yield for purposes of this clause (iii) determining whether an increase to the interest rate margin under the Term Loans shall be required, but only to the extent an increase in the Eurocurrency Eurodollar Rate floor or Base Rate Floor applicable to ABR floor in the existing Term Loans Loans, as the case may be, would cause an increase in the interest rate then in effect thereunder, and in such case case, the Eurocurrency and Base Eurodollar Rate floors floor or ABR floor (but not the Applicable Rate) interest rate margin), applicable to the existing Term Loans shall be increased to the extent of such differential between interest the Eurodollar Rate floors or ABR floors, as the case may be;
(iv) any Incremental Term Loans that are fixed rate floorsloans shall, at the Borrower Representative’s election, be swapped to a floating rate on a customary matched maturity basis; and
(v) to the extent any Incremental Term Loans are made in the form of a Term Loan Increase or are Incremental Term Loans with the same terms as the Term Loans made on the Closing Date, (i) the scheduled amortization payments under Section 2.07(a) required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans and shall be further increased for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Term Lenders were entitled before such recalculation and (ii) in the event that, prior to the incurrence of any Incremental Term Loans made in the form of a Term Loan Increase or Incremental Term Loans with the same terms as the Term Loans made on the Closing Date, the Term Loans made on the Closing Date, pursuant to any other Term Loan Increase or any other Incremental Term Loans made on the same terms as the Term Loans made on the Closing Date have scheduled amortization payments under Section 2.07(a) that are less than 0.25% of the aggregate principal amount of such Term Loans when initially incurred, then the scheduled amortization payments on the Incremental Facility Closing Date of such Incremental Term Loans shall be increased to be equal quarterly installments of principal equal to 0.25% of the aggregate principal amount of such Term Loans originally incurred.
Appears in 1 contract
Sources: Credit Agreement (Blucora, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans Advances and Incremental Refinancing Term Commitments or the Refinancing Revolving Advances and Refinancing Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth hereinproviders of the applicable Refinancing Advances and, to the extent not consistent with the substantially identical to any Class of Term LoansAdvances or Revolving Credit Commitments, each as applicable, existing on the Incremental Facility Closing Date date of such Refinancing Amendment is effective (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) except to the Borrower than the covenants extent permitted below, as applicable, and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as with respect to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtednesspricing and optional prepayment or redemption terms), together with a reasonably detailed description of the material shall reflect market terms and conditions (as determined by the Borrower) at the time of incurrence or issuance of such Indebtedness Refinancing Term Advances or drafts of documentation relating theretoRefinancing Revolving Commitments, stating that as the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agentcase may be. In any event:
(i1) the Incremental Refinancing Term Loans:
, (A) shall rank pari passu or junior in right of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured
(Bi) shall not mature have a final scheduled maturity date earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans,
Indebtedness being extended, renewed or refinanced, (Cii) shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Indebtedness being extended, renewed or refinanced (other than (x) Customary Bridge Facilities or (y) to the extent incurred in reliance on the Inside Maturity Basket), (iii) shall have an all-in-yield determined by the Borrower and the applicable Lenders providing Refinancing Commitments, (iv) shall have fees determined by the Borrower and the applicable arranger(s) of such Refinancing Commitments, (v) may participate (I) on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) in any mandatory repayments or prepayments of Term Loans Advances (without giving effect in each case, other than pursuant to prior a refinancing or with respect to greater than pro rata payments to an earlier maturing tranche) or (II) and may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments that would of the Term Advances, (vi) unless otherwise modify permitted under this Agreement, shall not have a greater principal amount than the aggregate principal amount of the Indebtedness being extended, renewed or refinanced, plus the amount of any interest, premiums, discounts or penalties required to be paid thereon plus fees and expenses associated therewith and fees, expenses, OID and upfront fees associated with the refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn under the Indebtedness being extended, renewed or refinanced and (vii) shall (I) rank pari passu in right of payment with the Obligations and (II) shall be unsecured, and
(2) the Refinancing Revolving Commitments and Refinancing Revolving Advances: (i) shall (I) rank pari passu in right of payment with the Obligations and (II) shall be unsecured, (ii) (I) shall not have a final scheduled maturity date or mandatory commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Indebtedness being extended, renewed or refinanced, and (II) shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansIndebtedness being extended, renewed or refinanced (other than (x) Customary Bridge Facilities or (y) to the extent incurred in reliance on the Inside Maturity Basket),
, (Diii) shall have an Applicable Rateprovide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (v) below)) of Advances with respect to Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date shall be made and participations in Letters of Credit shall be on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Commitments then existing on the Refinancing Facility Closing Date, (iv) may provide that the permanent repayment of Revolving Credit Advances with respect to, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowtermination or reduction of, amortization determined by Refinancing Revolving Commitments after the Borrower and the applicable Incremental Term Lenders, and
(E) the Incremental Term Loans may participate associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not greater than pro rata basis, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Advances on a greater than pro rata basisbasis as compared to any other Class of Revolving Advances with a later maturity date than such Class or in connection with any refinancing, extension, renewal, replacement, repurchase or retirement thereof permitted by this Agreement) in any voluntary or mandatory prepayments with all other Revolving Credit Commitments, (v) shall provide that assignments and participations of Term Loans hereunder, as specified in Refinancing Revolving Commitments and Refinancing Revolving Advances shall be governed by the applicable Incremental Amendment.
(ii) [Reserved].
(iii) the amortization schedule same assignment and participation provisions applicable to any Incremental Loans Revolving Credit Commitments and Revolving Advances then existing on the AllRefinancing Facility Closing Date, (vi) shall have all-In Yield applicable to the Incremental Term Loans of each Class shall be in-yield determined by the Borrower and the applicable new Lenders Refinancing Revolving Lenders, (vii) shall have fees determined by the Borrower and the applicable Refinancing Revolving Commitment arranger(s), and (viii) unless otherwise permitted under this Agreement, shall be set forth not have a greater principal amount of Commitments than (x) the principal amount of the Commitments of the Refinanced Debt plus (y) accrued interest, fees, premiums (if any) and penalties thereon and fees, expenses, OID and upfront fees associated with the refinancing and the Agent and any Person providing any Refinancing Advances or Refinancing Commitments may rely on the Borrower’s certification of compliance with this clause (viii) (it being agreed that the Borrower is not required to deliver any such certificate) (provided that the Agent has not notified such Person in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable writing of its objection to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant calculation prior to the terms funding thereof) and, without excusing any Default or Event of this Agreement Default which may arise from any inaccuracy in such certification, such certification will be deemed accurate for purposes of determining whether the financing provided by any Person relying thereon qualifies as amended through the date of such calculation with respect to Term LoansRefinancing Advances or Refinancing Commitments, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 1 contract
Sources: Credit Agreement (Gatx Corp)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, (and for the avoidance of doubt, no consent of the Administrative Agent shall be required except as otherwise set forth herein, to the extent not consistent with adversely affecting the Term Loansrights and duties of, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that fees or other amounts payable to, such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent). In any event:
(i) the Incremental Term Loans:
(A) shall be unsecured or shall rank pari passu or junior in right of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, shall be subject to a Junior Lien Intercreditor Agreement or an alternate intercreditor arrangements and subordination arrangement reasonably satisfactory to the Administrative Agent and the BorrowerAgent), or shall be unsecured,
(B) shall not mature earlier than the Latest Maturity Date of any the Initial Term Loans outstanding at the time of incurrence of such Incremental Term B-6 Loans,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term B-6 Loans (without giving effect to any prepayments of the Initial Term B-6 Loans prior prepayments to the time of incurrence of such Incremental Term Loans that would otherwise modify the Weighted Average Life to Maturity of the Initial Term B-6 Loans)) provided, however, that, notwithstanding the foregoing, any such Indebtedness may be amortized in an amount not to exceed five percent (5.0%) per annum of the original principal amount thereof,
(D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,
(E) may not be incurred (or guaranteed) by a non-Loan Party or secured by assets that do not constitute Collateral, and
(EF) mandatory prepayments of the Incremental Term Loans may participate shall be on a pro rata basis or less than pro rata basis (but not basis, except that the Borrower shall be permitted to prepay any Class of Term Loans on a greater better than pro rata basis) basis as compared to any other Class of Term Loans with a later maturity date than such Class, provided that, any Incremental Facility may provide for the ability to participate on a non-pro rata basis in any voluntary or mandatory prepayments of the Incremental Term Loans hereunder, as specified in the applicable Incremental AmendmentLoans.
(ii) [Reservedreserved].
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Additional Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, as applicable, by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 1 contract