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 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, shall be reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of 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 pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate 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) 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 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 B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B 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 Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical consistent with (or more favorable, taken as a whole, to the Parent Borrower and its Restricted Subsidiaries than) the Closing Date Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Administrative Agent; provided that in Latest Maturity Date with respect to the case of a Closing Date Term A Loan Increase, a Term B Loan Increase Loans or a Revolving Commitment Increase of any Class of Revolving Credit Commitments, as applicable, that is in effect on the terms, provisions and documentation effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term A Loan IncreaseLoans and Incremental Term Commitments, Term B Loan Increase or Revolving Commitment Increase no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees) any of the Lenders to the applicable Term A Loans, Term B Loans extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or Class of (B) Incremental Revolving Credit Commitments being increasedLoans and Incremental Revolving Credit Commitments, in each case, as existing on no consent shall be required from the Administrative Agent or any 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 is remaining outstanding after the effectiveness of such Incremental Facility Closing DateAmendment). In any event:
(i) the Incremental Term Loans:
(A) shall rank either be (x) secured by the Collateral on a pari passu in right of payment and of security or junior lien basis with the Revolving Credit Loans and the Term LoansFirst Lien Obligations under this Agreement or (y) unsecured,
(B) (i) with respect subject to Incremental Term A Loansthe Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect to of the Closing Date Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 subject to Incremental Term A Loansthe 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 Closing Date Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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) subject to clause (e)(iii) below, shall have an Applicable Rate and, 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) with respect to the Closing Date Term Loans, except including as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, 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) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans:
(A) shall rank either be (x) secured by the Collateral on a pari passu in right of payment and of security or junior lien basis with the Revolving Credit Loans and the Term LoansFirst Lien Obligations under this Agreement or (y) unsecured,
(B) shall not mature or provide for mandatory commitment reductions earlier than the Maturity Date with respect to of the Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Commitments,
(C) [Reserved]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) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists exist Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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 U.S. Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date 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 Parent Borrower Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a greater better than a pro rata basis as compared to any other Class with a later maturity date than such ClassClass 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; 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 and All-In Yield determined by the Parent Borrower and the applicable Incremental Revolving Credit Lenders.; and
(iii) the amortization schedule applicable with respect to any Incremental Term Loans and (other than in respect of up to $750,000,000 (the All-In Yield applicable to the “MFN Trigger Amount”) in an aggregate principal amount of Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined as designated in writing by the Parent Borrower to the Administrative Agent) that are secured by the Collateral on a pari passu with the First Lien Obligations under this Agreement and established on or prior to the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provideddate that is 12 months after the Closing Date, however, that with respect to any Loans made under Incremental Term B Commitments, if the All-In Yield applicable to such Incremental Term B Loans shall not 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 B Loans established on the Effective Date plus 50 by more than 75 basis points per annum unless (the amount of such excess above 75 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 such Closing Date Term Loans shall be increased by the applicable Yield Differential (the “MFN Protection”); provided, that, (A) if any Incremental Term B Loans established on include a Eurocurrency or Base Rate floor that is greater than the Effective Eurocurrency or Base Rate floor applicable to the Closing Date is increased so as to cause Term Loans, such differential between interest rate floors shall be included in the then applicable calculation of All-In Yield under for purposes of this Agreement on such clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate floor applicable to the Closing Date Term B Loans to equal would cause an increase in the interest rate then in effect thereunder, and (B) any increase in the All-In Yield then applicable to on the Incremental Closing Date Term B Loans 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 on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate the Eurodollar or Base Rate floor applicable to such Closing Date Term B Loan.Loans (unless the 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 and any Term Loan Increase shall be as agreed between the Parent Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not 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, shall be reasonably satisfactory to the 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 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 (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 A Loans, Term B Loans or Class of 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 pari passu equal in priority in right of payment and of security with the Revolving Credit Loans and the Initial Term Loans,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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)Date,
(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 (except by virtue of without giving effect to any amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Parent Borrower and the applicable Incremental Term Lenders, and
(E) 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, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunderunder Section 2.03(b)(i), (ii) or (iii)(A), 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 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 B CommitmentsCommitments within twelve (12) months after the Closing Date, 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 Initial Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Eurodollar Rate floor) with respect to the Initial Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such the Initial Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such on the Initial Term B Loan Loans due to the application of a Eurocurrency Rate or Base Eurodollar Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate or Base the Eurodollar Rate floor applicable to such Term B LoanLoans.
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 Refinancing Term Loans and Incremental Refinancing Term Commitments or the Incremental Refinancing Revolving Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date, shall be consistent with clauses (i)(A)-(G) below, as applicable and (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) otherwise reasonably satisfactory to the Administrative Agent; provided that 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 a any Class of Refinancing Term A Loan IncreaseLoans and Refinancing Term Commitments, a for the benefit of the Term B Loan Increase or a Revolving Commitment Increase Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the terms, provisions and documentation benefit 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, Lenders or applicable only to periods after the Latest Maturity Date as existing on of the Incremental Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event:
, (i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Revolving Credit Loans and the Term LoansRefinanced Debt,
(B) (i) with respect to Incremental Term A Loansas of the Refinancing Facility Closing Date, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans on the date of incurrence of such Incremental Term A Loans Refinanced Debt,
(except by virtue of amortization C) shall have an interest rate (which may be fixed or prepayment of the Term A Loans prior to the time of such incurrencevariable), margin (if any) and interest rate floor (iiif any), and subject to clause (e)(i)(B) with respect to Incremental above, amortization determined by the Borrower and the applicable Refinancing Term B Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B 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)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 Parent Borrower and the applicable Incremental Term Lenders, andRefinancing Arrangers,
(E1) may participate on a pro rata basis or basis, less than pro rata basis (but not on a or greater than pro rata basisbasis (except that, except as expressly provided herein) in any mandatory prepayments of unless otherwise permitted under this Agreement, such Refinancing 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 may 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 participate on a greater than a pro rata basis as compared to any other earlier maturing Class with of Term Loans) in any mandatory prepayments of Term Loans and (2) may participate on a later maturity date pro rata basis, less than such Classpro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans,
(F) shall provide that assignments not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and participations of Incremental Revolving Credit Commitments penalties thereon and Incremental Revolving Loans shall be governed by reasonable fees, expenses, OID and upfront fees associated with the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Incremental Facility Closing Date,refinancing, and
(G) shall provide that any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, rank pari passu in right of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior payment and security (but without regard to the Incremental Facility Closing Date; provided control of remedies) with the other Obligations under this Agreement, shall not at no any time shall there be Revolving Credit Commitments under a Revolving Credit Facility hereunder (including Incremental Revolving Credit Commitments and guaranteed by any original Revolving Credit Commitments) which have more Subsidiary of the Borrower other 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 Subsidiaries that are Guarantors, 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 obligations in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, the All-In Yield applicable to such Incremental Term B Loans thereof shall not be greater secured by any property or assets of the Borrower or any Restricted Subsidiary 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 the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis pointsCollateral; 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 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 such Term B Loan.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 applicable Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not 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, shall (x) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Parent Borrower in good faith) or (y) be reasonably satisfactory to the Administrative AgentAgent 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 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 applicable Term A Loans, Term B Loans or Class of 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 pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent applicable Borrower and the applicable Incremental Term Lenders, and,
(E) 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 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 established in effect on the Fourth Restatement 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 Parent 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; and,
(H) shall have an Applicable Rate determined by the Parent 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 Parent 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 B Commitments, 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 B Loans established on the Third Restatement Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Third Restatement Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B 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 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 identical to the Initial Term A Loans, Term B Loans or any Class of Revolving Credit Commitmentsshall be consistent with clauses (i) and (ii) below, as applicable, each existing on the Incremental Facility Closing Date, shall be and otherwise reasonably satisfactory to the Administrative AgentAgent (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 A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase of any Class of Revolving Credit CommitmentsIncrease, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) 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 applicable Class of Term A Loans, Term B Loans or Class of Revolving Credit Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) the Incremental Term Loans:
(A) as of the Incremental Amendment Date, shall rank pari passu in right of payment and of security with the Revolving Credit Loans and not have a final scheduled maturity date earlier than the Term LoansLoan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche,
(B) (i) with respect to as of the Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 LoansAmendment Date, 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 Loans,
(except by virtue of amortization or prepayment of the Term A Loans prior C) shall have an Applicable Margin, and subject to the time of such incurrenceclauses (e)(i)(A) and (iie)(i)(B) with respect to above, amortization determined by the Borrower and the applicable Incremental Term B LoansLenders; 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, shall have a Weighted Average Life to Maturity not shorter higher than the remaining Weighted Average Life to Maturity of Applicable Margin for the Term B Loans on Class being increased as long as the date of incurrence of such Incremental Term B Loans (except by virtue of amortization or prepayment of Applicable Margin for the Term B Loans prior Class being increased shall be automatically increased as and to the time of extent necessary to eliminate such incurrence)deficiency,
(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 Parent Borrower and the applicable Incremental Term LendersLoan Lender(s), and
(E) 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, except as expressly provided herein) in any 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 Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, 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 any then-outstanding Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate LIBOR or Base Rate floor) with respect to the then-outstanding Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such the then-outstanding Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided provided, further, that any increase in All-In Yield to such any Term B Loan due to the application or imposition of a Eurocurrency Rate LIBOR or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency LIBOR Rate or Base Rate floor applicable to such then-outstanding Term B LoanLoans.
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 Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Refinancing Commitments, as the case may be, of any Class shall be as agreed between the Parent Lead Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent; provided that Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, in the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase of any Class of Refinancing Loans and Refinancing Commitments, for the benefit of the Revolving Credit Commitments, Lenders or (b) applicable only to periods after the terms, provisions and documentation Latest Maturity Date as 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing 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 in right of payment with respect to the other Obligations as the applicable Refinancing 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 an 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 Revolving Credit Loans and other Obligations as the Term Loansapplicable Refinanced Debt,
(B) (iI) with respect to Incremental Term A Loans, shall not mature have a final maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Term A Loans made on the Fourth Restatement Effective Date Refinanced Debt and (II) shall not have any mandatory Commitment reductions prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature earlier than the Maturity Date with respect to maturity date of the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)Refinanced Debt,
(C) shall provide that the borrowing and repayment (iexcept for (1) payments of interest and fees at different rates on Refinancing Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing 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 Incremental Term A Loans, Refinancing Commitments after the associated Refinancing Facility Closing Date shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate 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) may participate be made on a pro rata basis or less than a pro rata basis (but not on more than a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) the Incremental with all other 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 then existing on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof),
(C) [Reserved]Refinancing Facility Closing Date,
(D) shall may be elected to be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the provisions consent of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans Lender and Letters of Credit which mature or expire after a Maturity each L/C Issuer, and on the Refinancing Facility Closing 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 Participating Revolving Credit Lenders with Commitments in accordance with their percentage of the U.S. Participating 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 after giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters such Refinancing Amendment, provided such election may be made conditional upon the termination of one or more other Participating Revolving Credit theretofore incurred or issued)Commitments,
(E) shall may provide that the permanent repayment of Revolving Credit Loans in connection with respect to, and a permanent termination of, Incremental Revolving Credit or reduction of Refinancing Commitments after the associated Incremental Refinancing Facility Closing Date shall be made on a pro rata basis, less than pro rata basis or greater than 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 ClassCommitments,
(F) shall provide that assignments and participations of Incremental Revolving Credit Refinancing Commitments and Incremental Revolving 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 Incremental Refinancing Facility Closing Date,
(G) shall provide that any Incremental Revolving Credit Commitments may constitute a separate Class have an Applicable Margin and Benchmark Rate or Classes, as Base Rate floor (if any) determined by the case may be, of Commitments from the Classes constituting Borrowers and 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; andRefinancing Lenders,
(H) shall have an Applicable Rate fees determined by the Parent Lead Borrower and the applicable Incremental Revolving Credit Lenders.Refinancing Commitment arranger(s), and
(iiiI) 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 B Commitments, the All-In Yield applicable to such Incremental Term B Loans shall not be have a greater principal amount of Commitments than the applicable All-In Yield payable pursuant to principal amount of the terms Commitments of this Agreement as amended through the date of such calculation Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with respect to the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loanrefinancing.
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 or the Incremental Revolving Loans and Incremental Revolving Credit Commitmentsof any Class, 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, (I) consistent with the terms applicable to the extent not identical to the Initial Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, (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 (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 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 Lenders to the extent that such financial maintenance covenant or other provisions are also added for the benefit of 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 Incremental Term Loans (determined on the Incremental Facility Closing Date)); provided that a certificate of a Responsible Officer delivered to the 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 requirement of this clause (II) shall be conclusive evidence that such terms and conditions satisfy such requirements or (III) reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of 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 be unsecured or shall rank pari passu or junior in right of payment and of security with the Revolving Credit Term Loans (and to the Term Loansextent subordinated in right of payment or security, shall be subject to a Junior Lien Intercreditor Agreement or an alternate intercreditor and subordination arrangement reasonably satisfactory to the Administrative Agent),
(B) (i) with respect subject to Incremental Term A Loansthe Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect to of the Initial Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 subject to Incremental Term A Loansthe 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 A Loans on (without giving effect to any prepayments of the date Initial Term Loans prior to the time of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of that would otherwise modify the Term A Loans prior to 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 B 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 incurrenceLoans),
(D) the Incremental Term Loans may not be incurred (or guaranteed) by a non-Loan Party or secured by assets that do not constitute Collateral, and
(E) shall have an Applicable Rate andprovide that mandatory prepayments of the Incremental Term Loans shall be on a pro rata or less than pro rata basis, subject except that the Borrower shall be permitted to prepay any Class of Term Loans on a better than pro rata 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 prepayments of the Incremental Term Loans.
(ii) [Reserved].
(iii) Subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Parent Borrower and the applicable Incremental Term Lenders, and
(E) 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 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 Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under any Incremental Commitments secured on a pari passu basis with the Initial Term B CommitmentsLoans other than any MFN Excluded Debt, 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 Initial Term B Loans established on the Effective Date plus 50 by more than fifty (50) basis points per annum unless (the amount of such excess 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 Rate Term SOFR or Base Rate floor) with respect to the Initial Term B Loans established on shall be increased by the Effective Date is increased so as to cause applicable Yield Differential (this proviso, the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the “MFN Protection”); provided, further, that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such include a Term B Loan due to the application of a Eurocurrency Rate SOFR or Base Rate floor on any Incremental that is greater than the Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate SOFR or Base Rate floor applicable to any existing Class of Term Loans, such differential between Term B LoanSOFR or Base Rate floors, as applicable, shall be included in the calculation of All-In Yield for purposes of this clause (ii) but only to the extent an increase in the Term SOFR 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 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 Term 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 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 Lead Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not 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, shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise reasonably satisfactory to the Administrative AgentAgent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment, in the case of any Class of Incremental Loans and Incremental Commitments, for the benefit of the Revolving Credit Lenders 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 A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase of any Class of Revolving Credit CommitmentsIncrease, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase shall be identical (other than than, solely in the case of a Revolving Commitment Increase, with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility 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 payment and of security with the Revolving Credit Loans and available under the Term LoansRevolving Credit Commitments,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate 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) 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 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,
(BI) shall not mature have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date with respect to the Revolving Credit Facilities established on the Fourth Restatement Effective Date Commitments and (II) shall not have any scheduled amortization or mandatory commitment reduction prior to giving effect the Maturity Date with respect to any extensions thereof)the Revolving Credit Commitments,
(C) [Reserved]shall 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 Date of the Incremental Commitments and (3) repayment made in connection with a permanent repayment and the termination or reduction of commitments (in accordance with clause (E) below)) of Loans with respect to Incremental Commitments after the associated Incremental 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) shall may be subject elected 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 be included as additional Participating Revolving Credit Commitments with 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 longer Maturity DateRevolving 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 with Commitments in accordance with their percentage of the U.S. Participating 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 after giving effect to changes thereto on an earlier Maturity Date 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 respect to such election the Swing Line Loans Lender or the L/C Issuers may, in their sole discretion and Letters 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 theretofore incurred or issued)Sublimit so long as such increase does not exceed the amount of the additional Participating Revolving Credit Commitments,
(E) shall may provide that the permanent repayment of Revolving Credit Loans in connection with respect to, and or permanent reduction or termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis, less than pro rata basis or greater than 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 ClassCommitments,
(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 then existing on the Incremental Facility Closing Date,
(G) shall provide have an Applicable Margin determined by the Borrowers and the applicable Incremental Lenders; provided that any Incremental the Applicable Margin for a Revolving Credit Commitments may constitute a separate Commitment Increase shall be (x) the Applicable Margin for the Class being increased or Classes, (y) higher than the Applicable Margin for the Class being increased as long as the case may be, of Commitments from Applicable Margin for the Classes constituting the applicable Revolving Credit Commitments prior Class being increased shall be automatically increased as and 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 extent necessary to by the Administrative Agent; eliminate such deficiency, and
(H) shall have an Applicable Rate fees determined by the Parent Lead Borrower and the applicable Incremental Revolving Credit LendersCommitment arranger(s).
(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 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 made under Incremental Term B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
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 Incremental Refinancing Revolving Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date, shall be consistent with clauses (i)-(vii) below, as applicable, and (A) 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 (B) otherwise reasonably satisfactory to the Administrative Agent; provided that 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 a any Class of Refinancing Term A Loan IncreaseLoans and Refinancing Term Commitments, a for the benefit of the Term B Loan Increase or a Revolving Commitment Increase Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the terms, provisions and documentation benefit 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, Lenders or (ii) applicable only to periods after the Latest Maturity Date as existing on of the Incremental 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 Incremental Term Loans:
(A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A LoansRefinancing Facility Closing Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date with respect to of the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and Refinanced Debt,
(ii) with respect to Incremental Term B Loansas of the Refinancing Facility Closing Date, 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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)Refinanced Debt,
(Diii) shall have an Applicable Rate andinterest 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 Parent Borrower and the applicable Incremental Refinancing Term Lenders, and,
(Eiv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s),
(A) may participate on a pro rata basis or basis, less than pro rata basis (but not on a or greater than pro rata basisbasis (except that, except as expressly provided herein) in any mandatory prepayments of unless otherwise permitted under this Agreement, such Refinancing 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 may 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 participate on a greater than a pro rata basis as compared to any other earlier maturing Class with of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a later maturity date pro rata basis, less than such Classpro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans,
(Fvi) shall provide that assignments not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and participations of Incremental Revolving Credit Commitments penalties thereon and Incremental Revolving Loans shall be governed by reasonable fees, expenses, OID and upfront fees associated with 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 Classesrefinancing, 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
(Hvii) 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 same rank in right 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 B Commitments, 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 payment with respect to the Term B Loans established on other Obligations as the Effective Date plus 50 basis points per annum unless applicable Refinanced Debt and shall be secured by the interest rate (together with, as provided Collateral and shall have the same rank in the proviso below, the Eurocurrency Rate or Base Rate floor) right of security with respect to the Term B Loans established on other Obligations as the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis pointsRefinanced Debt; 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 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 such Term B Loan.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 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 Revolving Credit Lenders providing such Incremental Revolving Credit Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each Commitments existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. 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 in right of payment and of security with and (y) have the same Guarantees as, the Revolving Credit Loans and the Term Loans,
(B) (i) with respect any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall require no scheduled amortization or mandatory commitment reduction prior to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to for the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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)existing Revolving Credit Commitments,
(C) the borrowing and repayment (iexcept for (1) with respect to payments of interest and fees at different rates on Incremental Term A LoansRevolving Credit Commitments (and related outstandings), shall have a Weighted Average Life to Maturity not shorter than (2) repayments required upon the remaining Weighted Average Life to Maturity of the Term A Loans on the maturity date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate 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) 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 mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(A3) shall rank pari passu repayment made in right connection with a permanent repayment and termination of payment and commitments (subject to clause (E) below)) of security with the Revolving Credit Loans and the Term Loans,
(B) shall not mature earlier than the Maturity Date with respect to the Incremental Revolving Credit Facilities established Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof),
(C) [Reserved]Incremental Facility Closing Date,
(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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 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 better 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,, and
(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, any original Revolving Credit Commitments and any original Extended Revolving Credit Commitments) which have more than nine four (94) different Maturity Dates unless otherwise agreed to by the Administrative Agent; andDates.
(H) shall have an Applicable Rate determined by For the Parent Borrower and the applicable avoidance of doubt, all Incremental Revolving Credit LendersCommitments shall be effectuated under the Loan Documents and the Administrative Agent shall be the sole administrative agent and collateral agent therefor.
(iiiii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Loans Credit Commitments 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 B Revolving Credit Commitments, the All-In Yield applicable to such Incremental Term B 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 the Term B Loans established on the Effective Date outstanding Revolving Credit Commitments, as applicable, plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Applicable Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date Revolving Credit Commitments is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans each outstanding Class of Revolving Credit Commitments to equal the All-In Yield then applicable to the Incremental Term B Loans Revolving Loans, as applicable, 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 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 such Term B Loan.
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 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 shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the any class of Incremental Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory consistent with clauses (i) through (iii) below, as applicable, and otherwise shall be (taken as a whole) no more favorable to the Incremental Lenders than those applicable to the Facility, except to the extent such terms, (I) are conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment for the benefit of the Facility, as determined solely by the Administrative AgentAgent and the Borrower or (II) are applicable only to periods after the Maturity Date as of the Incremental Amendment Date; provided that in the case of a an Incremental 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 (other than the Incremental Amendment evidencing such increase) of such Incremental Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID original issue discount or similar fees) to the applicable class of Incremental Term A Loans, Term B Loans or Class of 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) (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) if secured, shall be secured by the Collateral and shall rank junior in right of security with to the Revolving Credit Loans Obligations (and subject to a customary subordination agreement (if subject to payment subordination)) and shall be subject to the Term LoansABL Intercreditor Agreement,
(B) (i) with respect to as of the Incremental Amendment Date, such Incremental Term A Loans, Loans shall not mature have a final scheduled maturity date earlier than the Latest Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B of all then outstanding 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 as of the Incremental Term A LoansAmendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Parent Borrower and the applicable Incremental Term Lenders, and
; provided the Applicable Rate and amortization for an Incremental Term Loan Increase shall be (Ex) may participate on a pro rata basis the Applicable Rate and amortization for the class being increased or less than pro rata basis (but not on a greater than pro rata basis, except as expressly provided hereiny) in any mandatory prepayments the case of Term Loans hereunderthe Applicable Rate, 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 higher than the Maturity Date with respect to Applicable Rate for the Revolving Credit Facilities established on class being increased as long as the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof),
(C) [Reserved],
(D) Applicable Rate for the class being increased shall be subject to the provisions of Sections 2.03(m) automatically increased as 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 necessary to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued)eliminate such deficiency,
(E) shall provide that the permanent repayment of Revolving Credit Loans with respect tohave currency, 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 original issue discount 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 fees determined by the Parent Borrower and the applicable Incremental Revolving Credit Lenders.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 done in consultation with the Administrative Agent and, with respect to the preparation of any documentation necessary or appropriate to carry out the provisions of this Section 2.16 (including amendments to this Agreement and the other Loan Documents), any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein; and
(iii) The Borrower will use the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to net proceeds of the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined for working capital, general corporate purposes and any other purposes not prohibited 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 B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B LoanAgreement.
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 Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not 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, shall be reasonably satisfactory to Administrative Agent (it being understood that to the Administrative Agent; provided that in extent any financial maintenance covenant is added for the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase benefit of any Class of Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees) any of the Lenders to the applicable Term A Loans, Term B Loans or Class extent that such financial maintenance covenant is also added for the benefit of Revolving Credit Commitments being increased, in each case, as any corresponding existing on the Incremental Facility Closing DateFacility). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such 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 (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate andRate, 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 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 with respect to the of any Revolving Credit Facilities established on Loans outstanding at the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)time of incurrence of such Incremental Revolving Credit Commitments,
(C) [Reserved]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) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date 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 better 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 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,, and
(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 Credit 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 B CommitmentsLoan Commitments made on or prior to the date that is 18 months after the Closing Date, 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 Term Loans of any Class denominated in the same currency as such Incremental Term B Loans established on the Effective Date plus by more than 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 Rate or Base Rate floor) with respect to each such Class of Term Loans denominated in such currency shall be increased by the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Differential; provided, further, that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of include a Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any 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 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 B LoanLoans 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 Refinancing Term Loans and Incremental Refinancing Term Commitments or the Incremental Refinancing Revolving Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent 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 substantially identical to the Term A Loans, Term B Loans or any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing DateDate (except to the extent permitted by clauses (i) and (ii) below, as applicable, and with respect to pricing and optional prepayment or redemption terms), shall be reasonably satisfactory to reflect market terms and conditions (as determined by the Administrative Agent; provided that Company in its reasonable discretion) at the case time of a incurrence or issuance of such Refinancing Term A Loan Increase, a Term B Loan Increase Loans or a Revolving Commitment Increase of any Class of Refinancing Revolving Credit Commitments, as the 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Datecase may be. In any event:
(i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Revolving Credit Loans and the Term LoansRefinanced Debt,
(B) (i) with respect to Incremental Term A Loansas of the Refinancing Facility Closing Date, shall not mature earlier than have amortization (subject to clause (e)(i)(A) above) determined by the Maturity Date with respect to Company and the applicable Refinancing Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, Lenders but 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 Term A Loans on the date of incurrence of such Incremental Term A Loans Refinanced Debt,
(except by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrenceC) and (ii) with respect to Incremental Term B Loans, shall have a Weighted Average Life to Maturity not shorter than an All-In Yield determined by the remaining Weighted Average Life to Maturity of Company and the applicable Refinancing Term B 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)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 Parent Borrower Company and the applicable Incremental Refinancing Term Lenders, andLoan 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, basis (except as expressly provided hereinfor prepayments pursuant to Section 2.13(c)(i)) in any mandatory prepayments of Term Loans hereunder, as specified or if junior in the applicable Incremental Amendment.right of security, shall be on a junior basis with respect thereto,
(iiF) shall not have a greater principal amount than (x) the Incremental Revolving Credit 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 and Incremental Revolving Loans: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
(AG) (I) shall rank pari passu in right of payment and of security 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 mature 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 Revolving Credit Facilities established on the Fourth Restatement Effective Date Refinanced Debt and (II) shall not have any scheduled amortization or mandatory commitment reductions prior to giving effect to any extensions thereof)the maturity date of the Refinanced Debt,
(C) [Reserved]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 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) 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 may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Incremental Refinancing Revolving Credit Commitments after the associated Incremental Refinancing Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not greater than 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 ClassCommitments,
(FE) shall provide that assignments and participations of Incremental Refinancing Revolving Credit Commitments and Incremental 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 Incremental Refinancing Facility Closing Date,
(F) shall have All-In Yield determined by the Company and the applicable Refinancing Revolving Credit Lenders,
(G) shall provide that any Incremental have fees determined by the Company and the applicable Refinancing Revolving Credit Commitments may constitute a separate Class or ClassesCommitment arranger(s), 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 not have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit Lenders.
a greater principal amount of Commitments than (iiix) the amortization schedule applicable to 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 Incremental Term Loans and the All-In Yield applicable additional amount of Indebtedness to the Incremental Term Loans or Incremental Revolving Loans of each Class 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 be determined by the Parent Borrower and the applicable new Lenders and shall be utilize availability under any “basket” set forth in each applicable Incremental Amendment; provided, however, 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 with respect to any Loans made under Incremental Term B Commitments, the All-In Yield applicable Administrative Agent has not notified such Person in writing of its objection to such Incremental Term B Loans shall not 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 the Term B Refinancing Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 on any Incremental Term B Loan shall be effected solely through an increase in (or implementation ofRefinancing Commitments, as applicable) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan.
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 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 Refinancing Term Lenders providing such Incremental Refinancing Term Commitments, and except as otherwise set forth herein, to the extent not substantially identical to the Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each Term Loans existing on the Incremental Facility Refinancing Closing Date, shall be consistent with clauses (i) or (ii) below, as applicable, and otherwise shall be (taken as a whole) not materially more favorable (as reasonably satisfactory determined by the Borrower and conclusively evidenced by a certificate of the Borrower) to the Administrative AgentRefinancing Term Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants or other provisions applicable only to periods after the Maturity Date (as of the applicable Refinancing Closing Date) of such Class being refinanced, (2) pricing, fees, rate floors, optional prepayment, redemption terms and (3) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant); provided that in that, notwithstanding anything to the case of a Term A Loan Increasecontrary herein, a Term B Loan Increase or a Revolving Commitment Increase of if any Class of Revolving Credit Commitments, the such terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments contains a Previously Absent Financial Maintenance Covenant, such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase Previously Absent Financial Maintenance Covenant shall be identical (included for the benefit of each other than with respect to upfront fees, OID Loan or similar fees) to the applicable Term A Loans, Term B Loans or Class Commitment of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Datesuch Class. In any event:
(i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Closing Date, shall rank pari passu in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Revolving Credit Loans and the Term LoansRefinanced Debt,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans Refinanced Debt on the date of incurrence of such Incremental Refinancing Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B Loans on the date of incurrence of such Incremental Term B Loans (except by virtue of amortization or prepayment of the Term B Loans Refinanced Debt prior to the time of such incurrence),
(DC) shall have an Applicable Rate Margin 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 Parent 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 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), except as expressly provided herein) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Refinancing Amendment., and
(iiF) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(AI) 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 Revolving Credit Loans and the Term Loans,Obligations or (y) unsecured.
(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),
(Cii) [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 B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
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 Incremental Refinancing Revolving Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date, shall be consistent with clauses (i)-(vii) below, as applicable, and (A) 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 (B) otherwise reasonably satisfactory to the Administrative Agent; provided that 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 a any Class of Refinancing Term A Loan IncreaseLoans and Refinancing Term Commitments, a for the benefit of the Term B Loan Increase or a Revolving Commitment Increase Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the terms, provisions and documentation benefit 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, Lenders or (ii) applicable only to periods after the Latest Maturity Date as existing on of the Incremental 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 Incremental Term Loans:
(A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A LoansRefinancing Facility Closing Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date with respect to of the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and Refinanced Debt,
(ii) with respect to Incremental Term B Loansas of the Refinancing Facility Closing Date, 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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)Refinanced Debt,
(Diii) shall have an Applicable Rate andinterest 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 Parent Borrower and the applicable Incremental Refinancing Term Lenders, and,
(Eiv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s),
(v) (A) may participate on a pro rata basis or basis, less than pro rata basis (but not on a or greater than pro rata basisbasis (except that, except as expressly provided herein) in any mandatory prepayments of unless otherwise permitted under this Agreement, such Refinancing 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 may 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 participate on a greater than a pro rata basis as compared to any other earlier maturing Class with of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a later maturity date pro rata basis, less than such Classpro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans,
(Fvi) shall provide that assignments not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and participations of Incremental Revolving Credit Commitments penalties thereon and Incremental Revolving Loans shall be governed by reasonable fees, expenses, OID and upfront fees associated with 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 Classesrefinancing, 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
(Hvii) 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 same rank in right 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 B Commitments, 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 payment with respect to the Term B Loans established on other Obligations as the Effective Date plus 50 basis points per annum unless applicable Refinanced Debt and shall be secured by the interest rate (together with, as provided Collateral and shall have the same rank in the proviso below, the Eurocurrency Rate or Base Rate floor) right of security with respect to the Term B Loans established on other Obligations as the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis pointsRefinanced Debt; 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 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 such Term B Loan.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 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 identical to consistent with the Initial Term A Loans, Initial Term B B-1 Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall 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 (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent; provided Agent or any of the Lenders to the extent that in such financial maintenance covenant is also added for the case benefit of a Term A Loan Increase, a Term B Loan Increase each Facility remaining outstanding after the effectiveness of such Incremental Amendment or a (B) Incremental Revolving Commitment Increase of any Class of Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the terms, provisions Administrative Agent or any 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 documentation is remaining outstanding after the effectiveness 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAmendment). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu in right of payment and of security with subject to the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A LoansPermitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect to of the Initial Term A Loans made on or the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Initial Term B B-1 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),
(CB) (i) with respect subject to Incremental Term A Loansthe 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 A Loans on or the date of incurrence of such Incremental Initial Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrence) and (ii) with respect to Incremental Term B B-1 Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B 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),
(DC) shall have an Applicable Rate andRate, 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 Parent 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, except as expressly provided herein) in any 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) 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) shall rank pari passu in right of payment and of security with the any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans and shall not mature or provide for mandatory commitment reductions earlier than the Term LoansLatest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments,
(B) shall not mature earlier than the Maturity Date 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 the Incremental Revolving Credit Facilities established 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 Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Incremental Facility Closing Date,
(C) [Reserved],
(D) shall be subject to the provisions of Sections 2.03(m2.03(n) and 2.04(g2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(mSection 2.03(n) and Section Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(ED) 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 (but not on a greater than 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 better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(FE) 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,, and
(GF) 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 Credit 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 (other than in respect of up to $415,000,000 (the “MFN Trigger Amount”) in an aggregate principal amount of Incremental Term B 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, secured on a pari passu basis 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 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 such Initial Term B Loans established on the Effective Date plus 50 by more than 75 basis points per annum unless (the amount of such excess 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 the Initial Term B Loans established on Loans, the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the First Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to and the application of a Eurocurrency Rate or Base Rate floor on any Second Incremental Term B Loan Loans shall be effected solely through an increase in increased by the applicable Yield Differential (or implementation ofthis proviso, as applicable) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loanthe “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 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 and any Loan Increase 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 identical to the Closing Date Term A Loans, Term B Loans or any Class of Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Incremental Facility Closing Date, shall either, at the 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 in good faith), (B) be not materially 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 extent necessary to provide for (x) covenants and other terms applicable to any period after the 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, (i) if any such 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 be reasonably satisfactory to the Administrative Agent; provided provided, further, 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 CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B 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 A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(ia) the Incremental Term Loans:
(Ai) shall rank pari passu 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 Revolving Credit Loans First Lien Obligations under this Agreement (subject to an Intercreditor Agreement(s) reasonably 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 LoansLoans 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,
(Bii) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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)Date,
(Ciii) (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 Closing Date Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue Loans; provided that the effects of any amortization or prepayment of prepayments made on the Closing Date Term A Loans prior to the time date 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 Term B 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)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 Parent 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) may participate on a pro rata basis or less shall not at any time be guaranteed by any Subsidiary of the Borrower other than pro rata basis (but not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental AmendmentSubsidiaries that are Guarantors.
(iib) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(Ai) shall rank pari passu 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 Credit Commitments and Incremental Revolving Loans and that rank junior in priority of right of security with the Term LoansFirst Lien Obligations under this Agreement or that are unsecured shall be incurred as Permitted Incremental Equivalent Debt,
(Bii) shall not mature earlier than the Original Revolving Facility Maturity Date with respect Date, and shall not be subject to the Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)amortization,
(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),
(Eiii) 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 Credit Loans with respect to, and termination of, to Incremental Revolving Credit 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 be made on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) with all other Revolving Commitments existing on such Incremental Facility Closing Date, except that the Parent Borrower shall be permitted to permanently repay and terminate commitments Commitments in respect of any such Class of Revolving Loans on a greater than a pro rata basis as compared to any other Class of Revolving Loans with a later maturity date Maturity Date than such ClassClass or in connection with any refinancing thereof,
(Fvi) 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,
(Gvii) 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 four (94) different Maturity Dates unless otherwise agreed to by the Administrative Agent; and,
(Hviii) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit 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.
(iiic) 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 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 B CommitmentsCommitments 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 Maturity Date, 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 Closing Date Term B Loans established on the Effective Date Loans, plus 50 75 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency LIBO Rate or Base Rate floor) with respect to the Closing Date Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such the Closing Date Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans Loans, minus 50 75 basis pointspoints per annum; provided that any increase in All-In Yield to such on the Closing Date Term B Loan Loans due to the application of a Eurocurrency LIBO Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency the LIBO Rate or Base Rate floor applicable to such Closing Date Term B LoanLoans.
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 or the Incremental Refinancing Revolving Credit Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Lead Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent; provided that 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 a any Class of Refinancing Term A Loan IncreaseLoans and Refinancing Term Commitments, a for the benefit of the Term B Loan Increase or a Revolving Commitment Increase Lenders and (y) in the case of any Class of Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments, for the terms, provisions and documentation benefit 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, Lenders or (b) applicable only to periods after the Latest Maturity Date as existing on of the Incremental Facility Closing Amendment Date). In any event:
(i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Revolving Credit Loans and the Term LoansRefinanced Debt,
(B) (i) with respect to Incremental Term A Loansas of the Refinancing Facility Closing Date, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans on the date of incurrence of such Incremental Term A Loans Refinanced Debt,
(except by virtue of amortization C) shall have an Applicable Margin and LIBO Rate or prepayment of the Term A Loans prior Base Rate floor (if any), and subject to the time of such incurrenceclauses (e)(i)(A) and (iie)(i)(B) with respect to Incremental above, amortization determined by the Borrower and the applicable Refinancing Term B Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B 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)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 Parent Lead Borrower and the applicable Incremental Refinancing Term Lenders, andLoan arranger(s),
(E) 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 basis, basis (except as expressly provided hereinfor prepayments pursuant to Section 2.05(b)(iii)(x) and Section 2.05(b)(v)(A)(y)) in any mandatory prepayments of Term Loans hereunder; provided that, as specified any such Refinancing Term Loans that are junior in right of payment or security with respect to the applicable Incremental Amendment.
(ii) Term B Loans may only participate in any such mandatory prepayments on a junior basis to the Incremental Revolving Credit Commitments Term B Loans and Incremental Revolving Loans:
(A) shall rank 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 applicable (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 lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Administrative Agent); and
(ii) the Refinancing Revolving Credit Loans Commitments and Refinancing Revolving Credit Loans:
(A) (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 Term LoansAdministrative 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 mature have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Revolving Credit Facilities established on the Fourth Restatement Effective Date Refinanced Debt and (II) shall not have any scheduled amortization or mandatory Commitment reductions prior to giving effect to any extensions thereof)the maturity date of the Refinanced Debt,
(C) [Reserved]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) shall may be elected to be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the provisions consent of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans Lender and Letters of Credit which mature or expire after a Maturity each L/C Issuer, and on the Refinancing Facility Closing 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 Participating Revolving Credit Lenders with Commitments in accordance with their percentage of the U.S. Participating 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 after giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters such Refinancing Amendment, provided such election may be made conditional upon the termination of one or more other Participating Revolving Credit theretofore incurred or issued)Commitments,
(E) shall may provide that the permanent repayment of Revolving Credit Loans in connection with respect to, and a permanent termination of, Incremental or reduction of Refinancing Revolving Credit Commitments after the associated Incremental Refinancing Facility Closing Date shall be made on a pro rata basis, less than pro rata basis or greater than 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 ClassCommitments,
(F) shall provide that assignments and participations of Incremental Refinancing Revolving Credit Commitments and Incremental Refinancing Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Incremental Refinancing Facility Closing Date,
(G) shall provide that any Incremental have an Applicable Margin and LIBO Rate or Base Rate floor (if any) determined by the Borrower and the applicable Refinancing 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; andLenders,
(H) shall have an Applicable Rate fees determined by the Parent Lead Borrower and the applicable Incremental Refinancing Revolving Credit Lenders.Commitment arranger(s), and
(iiiI) 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 B Commitments, the All-In Yield applicable to such Incremental Term B Loans shall not be have a greater principal amount of Commitments than the applicable All-In Yield payable pursuant to principal amount of the terms Commitments of this Agreement as amended through the date of such calculation Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with respect to the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loanrefinancing.
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 or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class Commitments shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Revolving Credit Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each Commitment Amounts existing on the Incremental Facility Closing Date, shall 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 terms of any Class of Incremental Loans and Incremental Revolving Credit Commitments, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitments established pursuant to a Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B terms of the Loans or Class of and Revolving Credit Commitments of the applicable Class being so increased). Additionally, notwithstanding anything to the contrary in each case, as existing on the Incremental Facility Closing Date. In any eventthis Section 2.14:
(i) the any such Incremental Term Loans:
(A) Revolving Credit Commitments or Incremental Loans shall rank pari passu in right of payment and of security with the Loans and shall not be secured by assets not constituting Collateral or guaranteed by any person other than the Guarantors;
(ii) any such Incremental Revolving Credit Commitments or Incremental Loans and the Term Loans,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Commitment Termination Date with respect to of any Loans or Commitments outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans on the date time of incurrence of such Incremental Term A Loans Revolving Credit Commitments;
(iii) the borrowing and repayment (except by virtue for (1) payments of amortization or prepayment of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Term A Loans prior to 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 Term B Loans on the maturity 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 Rate 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) 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 mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(A3) shall rank pari passu repayment made in right connection with a permanent repayment and termination of payment and commitments (subject to this Section 2.14(e))) 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 after the associated Incremental Facility Closing Date shall be made on a pro rata basis with a longer Maturity Date, all Swing Line Loans and 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 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),Exposure;
(Ev) shall provide that the permanent repayment termination 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
(Hvi) shall have an Applicable Rate determined by the Parent Borrower and the applicable establishment of Incremental Revolving Credit Lenders.
(iii) the amortization schedule applicable to any Commitments and Incremental Term Loans and the All-In Yield applicable shall be subject 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 limitations set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, the All-In Yield applicable to such Incremental Term B Loans shall not 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 the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan“Class”.
Appears in 3 contracts
Sources: Senior Secured Revolving Credit Agreement (SEADRILL LTD), 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 or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between among the Parent 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 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, shall be reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) any Incremental Commitments with respect to a 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 Incremental Term Loan shall be on terms and conditions 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 new Class of Incremental Term Loan (and the Incremental Term Loans:
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 is also added for the benefit of the existing credit facilities hereunder); provided, that, any new Class of Incremental Term Loan shall (AA)(1) shall rank pari passu in right of payment and of security with the Revolving Credit Loans Facility and (2) have no obligors other than the Term Loans,
Loan Parties, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the latest Maturity Date with respect to of the Term A Loans made on Revolving Credit Facility at the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B LoansLoan, 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 Loansother than customary amortization, shall have a Weighted Average Life to Maturity not shorter than the then-remaining Weighted Average Life to Maturity of the Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrence) Revolving Credit Facility 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 Term B 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 Rate and, subject to clauses (e)(i)(BB) and (e)(i)(CC) above of the proviso to this Section 2.16(e)(ii) set forth above, have an Applicable Rate, fees, customary amortization and clause (e)(iii) below, amortization customary mandatory prepayments determined by the Parent Borrower and the applicable Incremental Term Lenders, and
(E) 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 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 B Commitments, the All-In Yield applicable to providing 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
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 Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Loan 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 CommitmentsClass, and except as otherwise set forth herein, to the extent not 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, shall be reasonably satisfactory to as agreed between the Administrative 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 Borrower 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateLenders. 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 Revolving Credit Initial Term Loans (without regard to control of remedies) or may be unsecured, (III) to the extent secured or subordinated in right of payment shall be subject to an Intercreditor Agreement and (IV) to the extent secured, shall not be secured by a Lien on any assets other than a Lien on the Collateral (it being agreed that Incremental Term Loans,Loans shall not be required to be secured by a Lien on all of the Collateral);
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date of 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 respect to the Initial Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, 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 respect to the Initial Term B Loans made on or that is unsecured; provided that the Effective Date requirements set forth in this clause (prior to giving effect B) shall not apply to any extensions thereof),Incremental Term Loans consisting of an Extendable Bridge Loan;
(C) (i) with respect to Incremental Term A 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 A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate and, subject to clauses (e)(i)(BB) and (e)(i)(CC) above and clause (e)(iii) belowabove, shall have amortization determined by the Parent 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, except as expressly provided herein) in any 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) (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:
(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 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 Lenders with Commitments in accordance with their percentage of the U.S. other Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as Commitments; 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 Loan 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 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 Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall will be determined by the Parent 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 made under Incremental Term B Commitments, the All-In Yield applicable to Loans (other than (A) any such Incremental Term B Loans shall not be that have a final maturity date no earlier than the second anniversary following the final maturity of the Initial Term Loans, (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 basis 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 applicable All-In Effective Yield payable pursuant for the Initial Term Loans (calculated in the same manner) by more than 0.50%, the Applicable Rate for the Initial Term Loans shall be increased to the terms of this Agreement as amended through extent necessary so that the date of such calculation with respect Effective Yield on the Initial Term Loans is equal to the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on for such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points0.50%; provided that if any increase in All-In Yield to such Incremental Term B Loan due to the application of Loans include a Eurocurrency Rate SOFR or Base Rate floor on that is greater than the floor applicable to the Initial Term Loans, any Incremental Term B Loan Loans shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate SOFR or Base Rate floor applicable to the Initial Term Loans (it being agreed and understood that such differential between interest rate floors shall be included in the calculation of Effective Yield, but only to the extent an increase in the SOFR or Base Rate floor applicable to the Initial Term B Loan.Loans would cause an increase in the interest rate then in effect thereunder, and in such case, any adjustment under this clause (iii) shall be first applied to increase the 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 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, (A) not be materially more restrictive, taken as a whole, to the Borrower 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 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 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 Parent Borrower Company and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not 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, shall be reasonably satisfactory to Administrative Agent (it being understood that to the Administrative Agent; provided that in extent any financial maintenance covenant is added for the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase benefit of any Class of Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees) any of the Lenders to the applicable Term A Loans, Term B Loans or Class extent that such financial maintenance covenant is also added for the benefit of Revolving Credit Commitments being increased, in each case, as any corresponding existing on the Incremental Facility Closing DateFacility). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent 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, except as expressly provided herein) in any 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) 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 with respect to the of any Revolving Credit Facilities established on Loans outstanding at the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)time of incurrence of such Incremental Revolving Credit Commitments,
(C) [Reserved]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) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date 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 (but not on a greater than pro rata basis) with all other Revolving Credit Commitments existing on the Incremental Facility Closing Date, except that the Parent Borrower Company shall be permitted to permanently repay and terminate commitments of any such Class on a greater better 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 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,, and
(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 Credit Loans of each Class shall be determined by the Parent 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 made under Incremental Term B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
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 Loans and Incremental Revolving Credit Loan 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 CommitmentsClass, and except as otherwise set forth herein, to the extent not 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, shall be reasonably satisfactory to as agreed between the Administrative AgentBorrower and the applicable Incremental Lenders; provided that in the case of a no event will any Incremental Term A Loan Increase, a Term B Loan Increase Loans be permitted to be voluntarily 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 (other than with respect to upfront fees, OID or similar fees) mandatorily prepaid prior to the applicable repayment in full of the Term A Loans, unless accompanied by at least a ratable payment of the Term B Loans (provided that any Refinancing Amendment, Extension Amendment or Class of Revolving Credit Commitments being increased, in each case, as existing on Incremental Amendment may provide that the applicable Incremental Facility Closing DateLenders shall receive a 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,, as applicable, or may be unsecured (and to the extent secured or subordinated in right of payment shall be subject to intercreditor agreements reasonably satisfactory to the Administrative Agent);
(B) (i) with respect to in the case of Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date with respect to of the Initial Term A Loans made on outstanding at the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B Loans;
(C) in the case of New Revolving Credit Commitments, shall not mature earlier than the Latest Maturity Date with respect to of the Term B Loans made on Revolving Credit Commitments outstanding at the Effective Date time of incurrence of such New Revolving Credit Commitments or have amortization or scheduled mandatory commitment reductions (prior to giving effect to any extensions thereofother than at maturity),;
(CD) (i) with respect to in the case of Incremental Term A Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Initial Term Loans;
(E) in the Term A Loans on the date case of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate and, subject to clauses (e)(i)(BB) and (e)(i)(CD) above and clause (e)(iii) belowabove, shall have amortization determined by the Parent 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 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, except as expressly provided herein) 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) the Incremental material terms of each Revolving Credit Commitments and Incremental Revolving Loans:
(A) shall rank pari passu in right of payment and of security with Commitment Increase will be substantially identical to those applicable to the Revolving Credit Loans and or Revolving Credit Commitments being increased, as applicable, or otherwise reasonably acceptable to the Term Loans,
Administrative Agent (B) shall not mature earlier other than with respect to margin, pricing, maturity, fees or any terms which are applicable only after the Maturity Date then-existing 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 , as applicable, subject, solely as to by administrative matters, to the consent of the Administrative Agent; and
Agent (H) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit Lenders.such consent not to be unreasonably withheld, conditioned or delayed)),
(iii) the amortization schedule interest rate 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 will be determined by the Parent 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 made 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 B CommitmentsLoans, the All-In Yield or to one or more arrangers (or their Affiliates) in their capacities as such applicable to such Incremental Term B Loans shall not be excluded and (z) if such Incremental Term Loans include any “LIBOR” interest rate floor greater than the that applicable All-In Yield payable pursuant to the terms of this Agreement as amended through existing Loans, and such floor is applicable to the Initial Term Loans, on the date of determination, such calculation with respect excess amount shall be equated to interest margin for determining the Term B Loans established on increase except as otherwise agreed by the Effective Date plus 50 basis points per annum unless the interest rate Borrower, and
(together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate flooriv) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided and Incremental Revolving Loans that any increase in All-In Yield to such Term B Loan due to the application of a Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan are New Revolving Credit Commitments shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate or Base Rate floor applicable on terms and pursuant to such Term B Loandocumentation to be determined by the Borrower 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 or the Incremental Revolving Loans and Incremental Revolving Credit 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 Parent 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 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, shall be reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateMajority Lenders. In any event:
(i) the with respect to any Incremental Term LoansLoans and Incremental Term Commitments:
(A) no such Incremental Term Loan shall 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;
(B) the Weighted Average Life to Maturity of any such Incremental Term 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) the pricing, interest rate margins, discounts, premiums, rate floors, and fees applicable to any Incremental Term Loans shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; and
(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, as applicable, 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 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 Loans then outstanding and (2) the LC Maturity Date, in each 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 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 in right of payment and of security with the Revolving Credit Initial Term Loans and the Term Loans,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent Borrower all other applicable Obligations under this Agreement and the applicable Incremental Term Lenders, and
(E) 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 mandatory prepayments of Term Loans hereunder, as specified other Loan Documents in the applicable Incremental Amendment.
(ii) manner set forth in the Incremental Revolving Credit Commitments First Lien Pari Passu Intercreditor Agreement 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) First Lien Pari Passu Intercreditor Agreement, the Second Lien Intercreditor Agreement and 2.04(g) to the extent dealing with Swing Line Loans Third Lien Subordination and Letters of Credit which mature or expire after a Maturity Date when there exists Incremental Revolving Credit Commitments with a longer Maturity DateIntercreditor Agreement, 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,applicable; and
(F) shall provide that assignments the pricing, interest rate margins, discounts, premiums, rate floors, and participations of Incremental Revolving Credit Commitments and fees applicable to any 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, provided that with respect to (1) in the event that the Effective Yield for any Loans made under Incremental Term B Commitments, the All-In Yield applicable to such Revolving Commitment or Incremental Term B Loans shall not be 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 B Loans established on the Effective Date plus 50 basis points per annum unless Loans, then the interest rate (together withmargin with respect to the Initial Term Loans and any outstanding Letter of Credit Obligations and/or the Letter of Credit Fee, as provided in the proviso belowapplicable, the Eurocurrency Rate or Base Rate floorshall be increased (x) with respect to the Initial Term B Loans established on Loans, to the extent necessary so that the Effective Date 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 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 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 (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 cause any increase required by the then 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 All-In Yield under this Agreement on such Term B Incremental Revolving Commitments or Incremental Revolving Loans to equal the All-In Yield then includes an interest rate floor greater than that applicable to the Incremental Initial Term B Loans minus 50 basis points; provided that any 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 in All-In Yield to such Term B Loan due to the application interest rate margin with respect to the Initial Term Loans, the Letter of a Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation ofCredit Obligations and/or the Letter of Credit Fees, as applicable) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan, shall be required.
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 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 identical to consistent with the Initial Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall 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 (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent; provided Agent or any of the Lenders to the extent that in such financial maintenance covenant is also added for the case benefit of a Term A Loan Increase, a Term B Loan Increase each Facility remaining outstanding after the effectiveness of such Incremental Amendment or a (B) Incremental Revolving Commitment Increase of any Class of Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the terms, provisions Administrative Agent or any 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 documentation is remaining outstanding after the effectiveness 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAmendment). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu in right of payment and of security with subject to the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A LoansPermitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect to of the Initial Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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),
(CB) (i) with respect subject to Incremental Term A Loansthe 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 A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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),
(DC) shall have an Applicable Rate andRate, 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 Parent 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, except as expressly provided herein) in any 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) 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) shall rank pari passu in right of payment and of security with the any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans and shall not mature or provide for mandatory commitment reductions earlier than the Term LoansLatest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments,
(B) shall not mature earlier than the Maturity Date 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 the Incremental Revolving Credit Facilities established 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 Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Incremental Facility Closing Date,
(C) [Reserved],
(D) shall be subject to the provisions of Sections 2.03(m2.03(n) and 2.04(g2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(mSection 2.03(n) and Section Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(ED) 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 (but not on a greater than 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 better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(FE) 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,, and
(GF) 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 Credit 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 (other than in respect of up to $415,000,000 (the “MFN Trigger Amount”) in an aggregate principal amount of Incremental Term B 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, secured on a pari passu basis 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 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 such Initial Term B Loans established on the Effective Date plus 50 by more than 75 basis points per annum unless (the amount of such excess 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 the Initial Term B Loans established on Loans, the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the First Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to and the application of a Eurocurrency Rate or Base Rate floor on any Second Incremental Term B Loan Loans shall be effected solely through an increase in increased by the applicable Yield Differential (or implementation ofthis proviso, as applicable) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loanthe “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 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 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 identical to affecting the Term A Loansrights and duties of, Term B Loans or any Class of Revolving Credit Commitmentsfees or other amounts payable to, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to the such Administrative Agent); provided that in to the case extent any more restrictive financial maintenance covenant is added for the benefit of a Term A Loan Increasesuch Incremental Loans, a Term B Loan Increase or a Revolving Commitment Increase such financial maintenance covenant shall be added for the benefit of any Class of the Revolving Credit Commitments, Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the terms, provisions and documentation extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateFacility). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu in right of payment and of security with subject to the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A LoansPermitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect of the Initial Term Loans or Dollar Incremental Term Loans; provided that Incremental Term Loans (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 be converted or exchanged satisfies the Term A Loans made on the Fourth Restatement Effective Date requirements of this clause (prior to giving effect to any extensions thereofA) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (iiz) with respect to Incremental Term B Loansconstituting 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 with respect to of the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)Revolving Credit Commitments,
(CB) (i) with respect subject to Incremental Term A Loansthe 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 A Loans on or the date of incurrence of such Dollar Incremental Term A Loans; provided that Incremental Term Loans (except by virtue x) incurred for purposes of amortization consummating a Permitted Acquisition or prepayment 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 be converted or exchanged satisfies the requirements of the Term A Loans prior to the time of such incurrencethis clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (iiz) with respect to Incremental Term B Loansconstituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall have a only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Term B 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)Revolving Credit Commitments,
(DC) shall have an Applicable Rate andRate, 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 Parent Borrower and the applicable Incremental Term Lenders, and,
(ED) 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 hereinbasis (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)) in any 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) 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) shall rank pari passu in right of payment and of security with the any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans and shall not (i) mature or provide for mandatory commitment reductions earlier than the Term LoansLatest 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) shall not mature earlier than the Maturity Date 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 the Incremental Revolving Credit Facilities established 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 Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Incremental Facility Closing Date,
(C) [Reserved],
(D) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(ED) 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 (but not on a greater than 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 better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(FE) 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,, and
(GF) 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 Credit Loans of each Class shall be determined by the Parent 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 made under Incremental Term B Commitments, if the All-In Yield applicable to such any Incremental Term B Loans (other than Incremental Term Loans which constitute MFN Excluded 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 such applicable Initial Term B Loans established on the Effective Date plus 50 by more than 100 basis points per annum unless (the amount of such excess 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 withwith the applicable Term SOFR floor, as provided in the proviso below, the Eurocurrency Rate RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term B Loans established on shall be increased by the Effective Date is increased so as to cause applicable Yield Differential (this proviso, the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points“MFN Protection”); provided further that any increase notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in All-In Yield to such Term B Loan due to the application of a Eurocurrency Rate currency other than Dollars or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation ofEuros, as applicable) any Eurocurrency Rate applicable or Base Rate floor applicable to such Term B Loanconsisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good 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 Refinancing 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 Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, Loans each existing on the Incremental Refinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) the Incremental Term Refinancing Loans:
(A) shall rank pari passu in right as of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A LoansRefinancing Facility Closing Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date with respect to of the Term A Loans made on Refinanced Debt;
(B) as of the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B LoansRefinancing Facility Closing Date, 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 Term A Loans on the date of incurrence of such Incremental Term A Loans Refinanced Debt;
(except by virtue of amortization C) any Permitted Junior Secured Refinancing Debt or prepayment of the Term A Loans prior to the time of such incurrence) and (ii) with respect to Incremental Term B Loans, Permitted Unsecured Refinancing Debt shall have a Weighted Average Life to final maturity date which is no earlier than ninety-one (91) days after the Latest Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B 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),Date then existing;
(D) shall have an Applicable Margin and Adjusted LIBO Rate andor 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 Parent Borrower and the applicable Incremental Term Refinancing Lenders, and;
(E) shall have fees determined by the 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 basis, basis (except as expressly provided herein) in respect of any mandatory voluntary prepayments of Term any Class of 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 than any other Classes of Loans)) in any voluntary or mandatory prepayments of Loans hereunder, or if junior in right of security, shall be on a junior basis 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 Datethereto,
(G) shall provide 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 any Incremental Revolving Credit Commitments are senior in right of payment and (II) shall be secured by the Collateral and shall rank pari passu (which may constitute be in the form of notes and loans limited to being unsecured or secured solely on a separate Class junior lien basis) or Classesjunior 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 agreement, as agreed by the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement reasonably satisfactory 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 Borrower and any original Revolving Credit Commitments) which have more than nine (9) different Maturity Dates unless otherwise agreed to by the Administrative Agent); and
(HI) may include any Previously Absent Financial Covenant so long as the Administrative Agent shall have an Applicable Rate determined by been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Covenant for 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 benefit 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 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 made under Incremental Term B CommitmentsClass of term loans), the All-In Yield applicable Previously Absent Financial Covenant shall only be required to such Incremental Term B Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of included in this Agreement as amended through for the date benefit of such calculation with respect to the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B LoanRevolving 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 Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Loan Increase 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 identical to the Closing Date Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall either (A) be not materially more restrictive to the Borrower (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 extent necessary to provide for (x) covenants and other terms applicable to any period after the 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 (B) be reasonably satisfactory to the Administrative Agent; provided provided, further, 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 CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B 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 A Loans, Term B Loans or Class of Revolving Credit 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 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 Revolving Credit Loans and First Lien Obligations under this Agreement (subject to the Term Loans,applicable Intercreditor Agreement(s)) or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above;
(Bii) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date with respect to of the then-outstanding Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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),;
(Ciii) (i) with respect to Incremental Term A Loans, shall have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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),;
(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 Parent Borrower and the applicable Incremental Term Lenders, and;
(Ev) may participate on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis, except as expressly provided herein) in any 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
(Hvi) shall not have an Applicable Rate determined by any obligors in respect thereof other than the Parent Borrower and and/or the applicable Incremental Revolving Credit LendersGuarantors.
(iiib) any Incremental Revolving Commitments shall be effected solely through a Revolving Commitment Increase.
(c) 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 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 B 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), 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 Closing Date Term B Loans established on the Effective Date Loans, plus 50 basis points per annum unless 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 the Closing Date Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such the Closing Date Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans Loans, minus 50 basis pointspoints per annum; provided that any increase in All-In Yield to such on the Closing Date Term B Loan Loans due to the application of a Eurocurrency an Adjusted Eurodollar Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency the Adjusted Eurodollar Rate or Base Rate floor applicable to such Closing Date Term B LoanLoans; 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 “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Administrative Agent to ensure that the Incremental Term Loans will be “fungible” with the Closing Date Term Loans.
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 Credit Commitments, as the case may be, of any Class and any Loan Increase 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 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, shall be reasonably satisfactory to the Administrative 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 (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 Term A Loans, Term B Loans or Class of 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 pari passu equal in priority in right of payment and of security with the Initial Term Loans and the Revolving Credit Loans and under the Term LoansInitial Revolving Credit Facility,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to of the Term A Loans made on as of the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such 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 Loans, except (except 1) by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrenceincurrence or (2) and (ii) with respect to Incremental Term B Loans, shall have a Weighted Average Life to Maturity not shorter than the extent the remaining Weighted Average Life to Maturity of the Initial Term B Loans on (and any previous Incremental Term Loans) is shortened to match or be shorter than the date Weighted Average Life to Maturity of incurrence 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 B Loans (except by virtue of amortization or prepayment of the Term B Loans prior to the time of such incurrence)Loans,
(D) shall have an Applicable Rate andMargin, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Parent 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) may participate on a non-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 mandatory prepayments of Term Loans hereunderunder Section 2.10(a) or Section 2.10(c)), 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 , but 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 LendersInitial Term Loans.
(iiiii) 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 Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, 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 any Term B Loans established on the Effective Date Loan plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate Eurodollar or Base Rate floor) with respect to the such Term B Loans established on the Effective Date Loan is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans Loan to equal the All-In Yield then applicable to the Incremental Term B Loans 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 Eurodollar or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate Eurodollar or Base Rate floor applicable to such Term B Loan.
(iii) 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 same terms and conditions as the Revolving Credit Facility (and be deemed added to, and made part of, the Revolving 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 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 identical to consistent with the Initial Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall 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 (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent; provided Agent or any of the Lenders to the extent that in such financial maintenance covenant is also added for the case benefit of a Term A Loan Increase, a Term B Loan Increase each Facility remaining outstanding after the effectiveness of such Incremental Amendment or a (B) Incremental Revolving Commitment Increase of any Class of Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the terms, provisions Administrative Agent or any 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 documentation is remaining outstanding after the effectiveness 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAmendment). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu in right of payment and of security with subject to the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A LoansPermitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect to of the Initial Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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),
(CB) (i) with respect subject to Incremental Term A Loansthe 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 A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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),
(DC) shall have an Applicable Rate andRate, 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 Parent 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, except as expressly provided herein) in any 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) 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) shall rank pari passu in right of payment and of security with the any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans and shall not mature or provide for mandatory commitment reductions earlier than the Term LoansLatest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments,
(B) shall not mature earlier than the Maturity Date 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 the Incremental Revolving Credit Facilities established 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 Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Incremental Facility Closing Date,
(C) [Reserved],
(D) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(ED) 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 (but not on a greater than 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 better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(FE) 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,, and
(GF) 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 Credit 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 (other than in respect of up to $415,000,000 (the “MFN Trigger Amount”) in an aggregate principal amount of Incremental Term B 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, secured on a pari passu basis 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 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 such Initial Term B Loans established on the Effective Date plus 50 by more than 75 basis points per annum unless (the amount of such excess 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 the Initial Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 on any Incremental Term B Loan shall be effected solely through an increase in increased by the applicable Yield Differential (or implementation ofthis proviso, as applicable) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loanthe “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 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 and any Loan Increase shall be as agreed between the Parent Borrower Representative and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not 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, shall be reasonably satisfactory to the 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 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 (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 Term A Loans, Term B Loans or Class of 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 pari passu equal in priority in right of payment and of security with the Revolving Credit Initial Loans and the Term 2015-2 Incremental Loans,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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)Date,
(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 Term A Initial Loans or the 2015-2 Incremental Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 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 Parent Borrower Representative and the applicable Incremental Term Lenders, and
(E) 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, except as expressly provided herein) in any 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.
(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 Borrowers shall be permitted to permanently repay and terminate commitments of any such Class of Loans on a greater than a pro rata basis as compared to any other Class of Loans with a later maturity date 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 in connection with 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 LendersRefinancing thereof with Other Loans.
(iiiii) 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 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 made under Incremental Term B Commitments, 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 Initial 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 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 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 Eurodollar Rate or Base Rate floor applicable to such Loans; provided further, however, that the All-In Yield applicable to such Incremental 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 B 2015-2 Incremental Loans established on the Effective Date plus 50 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Rate Eurodollar or Base Rate floor) with respect to the Term B 2015-2 Incremental Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B the 2015-2 Incremental Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan on the 2015-2 Incremental Loans due to the application of a Eurocurrency Eurodollar Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency the Eurodollar Rate or Base Rate floor applicable to such Term B LoanLoans.
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 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 CommitmentsClass, and except as otherwise set forth herein, to the extent not 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, shall be reasonably satisfactory to as agreed between the Administrative 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 Borrower 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 applicable Term A Loans, Term B Loans Incremental Lenders or Class of Revolving Credit Commitments being increased, in each case, as existing on the lenders providing such Incremental Facility Closing DateCommitments. 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 Revolving Credit Loans and the Term 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;
(iC) with respect to Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such 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),;
(CD) (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 then-existing Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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),;
(DE) shall have an Applicable Rate andRate, 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 Parent Borrower and the applicable Incremental Term Lenders, andLenders or lenders providing such Incremental Commitments;
(EF) may shall 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; 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) the Incremental Revolving Credit Commitments and Incremental Revolving Loans[reserved].:
(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) subject to Section 2.14(e)(i)(C), the amortization schedule applicable to any Incremental Term Loans and the All-In In-Yield applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class Class, shall be determined by the Parent 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 to the extent any Incremental Loans are secured on a pari passu basis in right of security with respect to any Loans made under Incremental the Term B CommitmentsLoans, the weighted All-In Yield applicable to such any Incremental Term B 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 the all Term B Loans established on the Effective Date as one Class of Term Loans, plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the relevant Term B Loans established on the Effective Date is increased so as to cause the then applicable weighted All-In Yield under this Agreement on such calculated with respect to all outstanding Term B Loans as one Class of Term Loans to equal the weighted All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided that any increase in if such Incremental Term Loan includes a Eurocurrency floor greater than 1.00% per annum, such differential between the Eurocurrency or Base Rate floors shall be equated to the applicable All-In Yield to such Term B Loan due for purposes of determining whether an increase to the application of a interest rate margin under the Terms Loans shall be required, but only to the extent an increase in the Eurocurrency Rate or Base Rate floor on any Incremental in the Term B Loan shall be effected solely through Loans would cause an increase in (or implementation ofthe interest rate then in effect thereunder, as applicable) any and in such case, the Eurocurrency Rate or Base Rate floor (but not the interest rate margin) applicable to the Term Loans shall be increased to the extent of such Term B Loandifferential between 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 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 CommitmentsClass, and except as otherwise set forth herein, to shall be as agreed between the extent not identical to Borrower and the applicable Incremental Term A Loans, Lenders or lenders providing such Incremental Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. 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 Revolving Credit Term Loans and (2)(x) shall not be secured by any Lien on any property or asset of the Term Loans,Borrower or any Guarantor that does not also secure the other Facilities and (y) shall not be guaranteed by any Person other than the Guarantors under the other Facilities;
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to of the Initial Term A Loans made on outstanding at the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such 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 (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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) 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 Parent 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, except as expressly provided herein) in any 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) 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) [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 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 Effective 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 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 B CommitmentsCommitments that are secured on a pari passu basis with the Initial Term Loans, the All-In Effective Yield applicable to such Incremental Term B 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 the Initial Term B Loans established on the Effective Date Loans, plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Initial Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Effective Yield under this Agreement on such the Initial Term B Loans to equal the All-In Effective Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided that any if such Incremental Term Loan includes a Eurocurrency Rate floor greater than 1.00% per annum or a Base Rate floor greater than 2.00% per annum, such differential between the Eurocurrency Rate or Base Rate floors shall be equated to the applicable Effective Yield for purposes of 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 All-In Yield to such Term B Loan due to the application of a Eurocurrency Rate or Base Rate floor on any Incremental in the Initial Term B Loan shall be effected solely through Loans would cause an increase in (or implementation ofthe interest rate then in effect thereunder, as applicable) any and in such case, the Eurocurrency Rate or Base Rate floor (but not the interest rate margin) applicable to the Initial Term Loans shall be increased to the extent of such Term B Loandifferential between 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 any 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 Representative and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Initial Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Administrative Agent; provided Latest Maturity Date that is 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing 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 Incremental Term 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 is also added for the benefit of each 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 the Revolving Credit Loans and to the Term LoansLoans (and to the extent subordinated in right of payment or security, shall be subject to a Junior Lien Intercreditor Agreement or an alternate intercreditor and subordination arrangement reasonably satisfactory to the Administrative Agent),
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to of the Initial Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 (without giving effect to any prepayments of the date Initial Term Loans prior to the time of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of that would otherwise modify the Term A Loans prior to 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 B 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 incurrenceLoans),
(D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Parent Borrower Representative and the applicable Incremental Term Lenders, and,
(E) may participate not be incurred (or guaranteed) by a non-Loan Party or secured by assets that do not constitute Collateral, and
(F) mandatory prepayments of the Incremental Term Loans shall be 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 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 Borrowers shall be permitted to permanently repay and terminate commitments prepay any Class of any such Class Term Loans on a greater better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class,
(F) shall , provided that, any Incremental Facility may provide that assignments and participations for the ability to participate on a non-pro rata basis in any voluntary prepayments 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 LendersTerm Loans.
(iiiii) 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 Representative and the applicable new Additional Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loans secured on a pari passu basis with the Initial Term Loans made under Incremental Term B Commitmentson or prior to the date that is twelve (12) months after the Closing Date, 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 Initial Term B Loans established on by more than 50 basis points per annum (the Effective Date amount of such excess 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 unless 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 the Initial Term B Loans established on shall be increased by the Effective Date is increased so as to cause applicable Yield Differential (this proviso, the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the “MFN Protection”); provided, further, that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of include a Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any that is greater than the Eurocurrency Rate or Base Rate floor applicable to any existing Class of Term Loans, such differential between Eurocurrency Rate or Base Rate floors, as applicable, shall be included in the calculation of All-In Yield for purposes of this clause (ii) but only to the extent an increase in the Eurocurrency Rate or Base Rate floor applicable to the existing Term B LoanLoans would cause an increase in the interest rate then in effect thereunder, 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 Eurocurrency 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 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 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, shall be reasonably satisfactory to Administrative Agent (it being understood that to the Administrative Agent; provided that in extent any financial maintenance covenant is added for the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase benefit of any Class of Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees) any of the Lenders to the applicable Term A Loans, Term B Loans or Class extent that such financial maintenance covenant is also added for the benefit of Revolving Credit Commitments being increased, in each case, as any corresponding existing on the Incremental Facility Closing DateFacility). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such 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 (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 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 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 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 with respect to the of any Revolving Credit Facilities established on Loans outstanding at the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)time of incurrence of such Incremental Revolving Credit Commitments,
(C) [Reserved]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) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date 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 better 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 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,, and
(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 Credit 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 B CommitmentsLoan Commitments or Incremental Revolving Credit Commitments made on or prior to the date that is 18 months after the Closing Date, if the All-In Yield applicable to such Incremental Term B Loans or Incremental Revolving Credit 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 B Loans established on the Effective Date plus or Revolving Credit Loans, as applicable, by more than 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 Rate or Base Rate floor) with respect to each Class of Term Loans or the Term B Loans established on Revolving Credit Loans, as applicable, shall be increased by the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Differential; provided, further, that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of include a Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any 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 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 B LoanLoans 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 Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Loan Increase 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 identical to the Amendment and Restatement Date Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory not materially more restrictive to the Administrative AgentBorrower (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 extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Loans and Incremental 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 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 of the Term Loan Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Term Loan Facility; provided, further, 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 (other than with respect to upfront fees, OID or similar feesfees (subject to the MFN Provision), 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 A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, increased as existing on the Incremental Facility Closing Date. In any event:
(ia) the Incremental Term Loans:
(Ai) shall (x) rank pari passu 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 Revolving Credit Loans First Lien Obligations under this Agreement (subject to an Intercreditor Agreement(s) reasonably acceptable to the Administrative Agent (acting at the direction of the Required Lenders) and the Term LoansBorrower) as applicable pursuant to clause (4)(c) above,
(Bii) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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)Date,
(Ciii) (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 Amendment and Restatement Date Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue Loans; provided that the effects of any amortization or prepayment of prepayments made on the Amendment and Restatement Date Term A Loans prior to the time date 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 Term B 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)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 Parent Borrower and the applicable Incremental Term Lenders, and,
(Ev) may participate on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis, except as expressly provided herein) in any 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) to the extent any Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(A) shall Loans or Other Loans that are in the form of term loans that rank pari passu in right of payment 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 Revolving Credit Loans Amendment and the Restatement Date 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 applicable, minus 0.75% (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“MFN Provision”).
(iiic) 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 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 made under Incremental Term B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
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 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 Borrower, the Administrative Agent and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not 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, shall be reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) any Incremental Commitments with respect to a Revolving Commitment Increase shall be on terms and conditions identical to the Class of Revolving Commitments being increased;
(ii) to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, any Incremental Term Loan Commitments and Incremental Term Loan shall be on terms and conditions reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any Incremental Term 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 is also added for the benefit of the existing credit facilities hereunder); provided that the Incremental Term Loans:
(A) shall (x) rank pari passu in right of payment and of security with the Revolving Credit then-existing Term Loans and (y) have no obligors other than the Term LoansLoan Parties,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B Loans, Loans (except that any Term Loan Increase shall not mature earlier than have the same Maturity Date with respect to as the Class of Term B Loans made on the Effective Date (prior to giving effect to any extensions thereofbeing increased),
(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 then-existing Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 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 Parent 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, except as expressly provided herein) in any 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 B Commitments, 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 then-existing Term B Loans established on the Effective Date Loans, plus 50 basis points 0.50% per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the then-existing Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such each outstanding Class of Term B Loans Loans, to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan0.50%.
Appears in 2 contracts
Sources: Credit Agreement (Synnex Corp), 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 Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent US Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not 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, shall be reasonably satisfactory to the Administrative Agent; Agent (provided that in (x) the case terms of any Incremental Term Loans and Incremental Term Commitments established pursuant to a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase shall be identical to the terms of the Term Loans of the applicable Class being so increased and (y) the terms of any Class of Incremental Revolving Credit Commitments, the terms, provisions Loans and documentation of such Term A Loan Increase, Term B Loan Increase or Incremental Revolving Commitments established pursuant to a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the terms of the Revolving Loans and Revolving Commitments of the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being so 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 in right of payment and of security with the Revolving Credit Loans and the Term Loans,;
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date with respect to of any Loans or Commitments outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such 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 no shorter than the remaining Weighted Average Life to Maturity of any Term Loans outstanding at the Term A Loans on the date time of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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) 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 and, subject to clauses (e)(i)(B) applicable rate and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent US Borrower and the applicable Incremental Term Lenders, ; and
(E) 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 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 Credit Loans and the Term Loans,;
(B) any such Incremental Revolving Commitments or Incremental Revolving Loans shall not mature earlier than the Latest Maturity Date with respect to of any Loans or Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof),Commitments;
(C) [Reserved],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) 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 Revolving Commitments in accordance with their percentage of the U.S. Revolving Credit Commitments existing Percentage 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),Date; and
(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 Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a greater better 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) 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 Parent 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 made under Incremental Term B Commitments or Incremental Revolving Commitments, if the All-In Yield applicable to such Incremental Term B 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 the any existing Class of Term B Loans established on the Effective Date plus or Revolving Loans, as applicable, by more than 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 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 Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Differential; provided, further, that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of or Incremental Revolving Loans, as applicable, include a Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any 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 applicable to the existing Class of Term B LoanLoans 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 rate) applicable to 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 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 Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not 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, shall be reasonably satisfactory to the Administrative Agent, the Borrower and the Incremental Lenders providing such Incremental Commitments; 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 CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B 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, Term B Loans or Class of 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 Revolving Credit Loans shall be subject to an intercreditor agreement on terms reasonably acceptable to the Administrative Agent and the Term Loans,Borrower;
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the then existing Term Loan A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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),Facility;
(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 then existing Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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) subject to clauses (f)(i)(B) and f(i)(C) above and clause (f)(iii) below, 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 Parent Borrower and the applicable Incremental Term Lenders, and;
(E) 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 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) the Incremental Revolving Credit Commitments and Incremental Revolving LoansLoans under any Incremental Revolving Credit Facility:
(A) shall rank pari passu equal in right of payment and of security with the Revolving Credit Loans and the Term A Loans,;
(B) shall not mature earlier than the Maturity Date with respect to the then existing Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof),Facility;
(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,;
(GD) shall provide that 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 revolving credit commitments under this Agreement prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Credit Commitments under a Revolving Credit Facility revolving credit commitments hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than nine (9) three different Maturity Dates maturity dates unless otherwise agreed to be by the Administrative Agent; and;
(HE) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit Lenders.; and
(F) shall not be secured by any assets not constituting Collateral and shall not be Guaranteed by any Person other than a Guarantor;
(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 B CommitmentsCommitments within twelve (12) months after the Funding Date, 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 B A Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate Eurodollar or Base Rate floor) with respect to the Term B A Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such the Term B A Loans to equal the All-In Yield then applicable to the such Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such on the Term B Loan A Loans due to the application of a Eurocurrency Rate Eurodollar or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate the Eurodollar or Base Rate floor applicable to such Term B LoanLoans; and
(iv) any upfront fees, arrangement fees or other similar fees for any Incremental Commitments shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, subject to the immediately preceding clause (iii).
Appears in 2 contracts
Sources: Credit Agreement (Valvoline Inc), Credit Agreement (Ashland 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 Borrower, the Administrative Agent and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not 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, shall be reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) any Incremental Commitments with respect to a Revolving Commitment Increase shall be on terms and conditions identical to the Class of Revolving Commitments being increased;
(ii) to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, any Incremental Term Loan Commitments and Incremental Term Loan shall be on terms and conditions reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any Incremental Term 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 is also added for the benefit of the existing credit facilities hereunder); provided that the Incremental Term Loans:
(A) shall (x) rank pari passu in right of payment and of security with the Revolving Credit then-existing Term Loans and (y) have no obligors other than the Term LoansLoan Parties,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B Loans, Loans (except that any Term Loan Increase shall not mature earlier than have the same Maturity Date with respect to as the Class of Term B Loans made on the Effective Date (prior to giving effect to any extensions thereofbeing increased),
(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 then-existing Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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) subject to clauses (e)(ii)(B) and (e)(ii)(C) above, shall have an Applicable Rate andRate, subject to clauses (e)(i)(B) fees and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent 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, except as expressly provided herein) in any 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 B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
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 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 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 identical to affecting the Term A Loansrights and duties of, Term B Loans or any Class of Revolving Credit Commitmentsfees or other amounts payable to, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to the such Administrative Agent); provided that in to the case extent any more restrictive financial maintenance covenant is added for the benefit of a Term A Loan Increasesuch Incremental Loans, a Term B Loan Increase or a Revolving Commitment Increase such financial maintenance covenant shall be added for the benefit of any Class of the Revolving Credit Commitments, Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the terms, provisions and documentation extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateFacility). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu in right of payment and of security with subject to the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A LoansPermitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect of the Initial Term Loans; provided that Incremental Term Loans (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 be converted or exchanged satisfies the Term A Loans made on the Fourth Restatement Effective Date requirements of this clause (prior to giving effect to any extensions thereofA) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (iiz) with respect to Incremental Term B Loansconstituting 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 with respect to of the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)Revolving Credit Commitments,
(CB) (i) with respect subject to Incremental Term A Loansthe 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 A Loans on the date of incurrence of such Loans; provided that Incremental Term A Loans (except by virtue x) incurred for purposes of amortization consummating a Permitted Acquisition or prepayment 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 be converted or exchanged satisfies the requirements of the Term A Loans prior to the time of such incurrencethis clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (iiz) with respect to Incremental Term B Loansconstituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall have a only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Term B 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)Revolving Credit Commitments,
(DC) shall have an Applicable Rate andRate, 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 Parent Borrower and the applicable Incremental Term Lenders, and,
(ED) 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 hereinbasis (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)) in any 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) 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) shall rank pari passu in right of payment and of security with the any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans and shall not (i) mature or provide for mandatory commitment reductions earlier than the Term LoansLatest 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) shall not mature earlier than the Maturity Date 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 the Incremental Revolving Credit Facilities established 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 Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Incremental Facility Closing Date,
(C) [Reserved],
(D) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(ED) 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 (but not on a greater than 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 better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(FE) 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,, and
(GF) 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 Credit Loans of each Class shall be determined by the Parent 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 made under Incremental Term B Commitments, if the All-In Yield applicable to such any Incremental Term B Loans (other than Incremental Term Loans which constitute MFN Excluded 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 such applicable Initial Term B Loans established on the Effective Date plus 50 by more than 100 basis points per annum unless (the amount of such excess 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 the applicable Initial Term B Loans established on shall be increased by the Effective Date is increased so as to cause applicable Yield Differential (this proviso, the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points“MFN Protection”); provided further that any increase notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in All-In Yield to such Term B Loan due to the application of a Eurocurrency Rate currency other than Dollars or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation ofEuros, as applicable) any Eurocurrency Rate applicable or Base Rate floor applicable to such Term B Loanconsisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good 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 or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between among the Parent 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 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, shall be reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) any Incremental Commitments with respect to a 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 Incremental Term Loan shall be on terms and conditions 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 new Class of Incremental Term Loan (and the Incremental Term Loans:
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 is also added for the benefit of the existing credit facilities hereunder); provided, that, any new Class of Incremental Term Loan shall (AA)(1) shall rank pari passu in right of payment and of security with the Revolving Credit Loans Facility and (2) have no obligors other than the Term Loans,
Loan Parties, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the latest Maturity Date with respect to at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B LoansLoan, 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 Loansother than customary amortization and customary mandatory prepayments, shall have a Weighted Average Life to Maturity not shorter than the then-remaining Weighted Average Life to Maturity of the Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrence) Revolving Facility 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 Term B 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 Rate and, subject to clauses (e)(i)(BB) and (e)(i)(CC) above of the proviso to this Section 2.16(e)(ii) set forth above, have an Applicable Rate, fees, customary amortization and clause (e)(iii) below, amortization customary mandatory prepayments determined by the Parent Borrower and the applicable Incremental Term Lenders, and
(E) 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 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 B Commitments, the All-In Yield applicable to providing 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
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 Loans and Incremental Term Loan 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 Loan Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of and/or Existing Revolving Credit CommitmentsFacility, as applicablein each case, each existing on the relevant Incremental Facility Closing Date, shall 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 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 all then-existing Lenders, in each case, shall be as agreed between the Borrower and the applicable Incremental Lenders and need not be reasonably satisfactory to the Administrative Agent); provided that in the case of a Term A Loan Increase, a Term B Loan Increase or and/or a Revolving Credit Commitment Increase of any Class of Revolving Credit CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase and/or Revolving Credit Commitment Increase, Term B Loan Increase or Revolving Commitment Increase as applicable, shall be identical (other than with respect to upfront fees, OID 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 applicable Term A Loans, Term B Loans or Class of Facility Loan and/or the Existing Revolving Credit Commitments being increasedFacility, 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 in right of payment and (II) pari passu in right of security with the Revolving Credit Loans and the Term Loans,;
(B) (i) as of the Incremental Facility Closing Date, other than with respect to Incremental Term A Customary Bridge Loans, shall not mature have a Maturity Date earlier than the Latest Maturity Date with respect to any Loans (or, in the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B case of Refinancing Loans, shall not mature earlier than the Maturity Date with respect to of the Term B Class of Loans made on being refinanced thereby) as of the Effective Date (prior to giving effect to any extensions thereof),Incremental Facility Closing Date;
(C) subject to clause (ie)(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 A Loans, Loans shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Loans (as originally in effect prior to any scheduled amortization or prepayments thereto) (or, in the case of Refinancing Term A Loans, the Weighted Average Life to Maturity of the Class of Loans being refinanced thereby) on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate andRate, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Parent 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 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, except as expressly provided herein) with Loans of other Classes in any 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) 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 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 B CommitmentsCommitments that are incurred on or prior to the date that is 24 months after the Closing Date, the All-In Effective Yield applicable to such Incremental Term B 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 the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the such Class of Term B Loans established on the Effective Date then outstanding is increased so as to cause the then applicable All-In Effective Yield under this Agreement on such Class of Term B Loans to equal the All-In Effective Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided provided, further, that any increase in All-In to the extent the Effective Yield to such Term B Loan differential is due to the application or imposition of a Eurocurrency Rate or Base Rate interest rate floor on in respect of any Incremental Term B Loan shall be effected solely through Loan, in lieu of an increase in the Applicable Rate, the Borrower may elect to increase (or implementation ofimplement, as applicable) any Eurocurrency Rate or Base Rate an interest rate floor applicable to such Class of Term B LoanLoans (this clause (e)(ii), the “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 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 Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each Term Loans existing on the Incremental Facility Closing Date, shall be consistent with clause (i) below or otherwise reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A LoansLoans being increased, Term B Loans 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 with respect to upfront fees or Class of similar fees) to the 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) (I) shall rank pari passu 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 Revolving Credit Loans and the Term LoansObligations,
(B) (i) with respect to as of the Incremental Term A LoansAmendment Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date with respect to of the Term A Loans made on the Fourth Restatement Effective Date (prior or any Extended Term Loans as to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature earlier than the Maturity Date with respect to which the Term B A Loans made on were the Effective Date (prior to giving effect to any extensions thereof)Existing Term Loan Tranche,
(C) (i) with respect to as of the Incremental Term A LoansAmendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above above, final maturity and clause (e)(iii) below, amortization determined by the Parent 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) 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 LoansCommitments:
(A) (I) shall rank pari passu 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 Revolving Credit Loans and the Term LoansObligations,
(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)[reserved],
(C) [Reserved],
(D) shall be subject to on 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 Incremental Facility Closing 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 Revolving Credit 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 after giving effect to changes thereto on an earlier Maturity Date such Incremental Revolving Credit Commitments, provided, that in connection with respect to such election the Swing Line Loans Lender or the L/C Issuer may, in their sole discretion and Letters 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 theretofore incurred or issued)Sublimit so long as such increase does not exceed the amount of the additional Revolving Credit Commitments,
(D) [reserved],
(E) shall provide that the permanent repayment of Revolving Credit Loans with respect to[reserved], 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,and
(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 fees determined by the Parent Borrower and the applicable Incremental Revolving Credit LendersCommitment arranger(s).
(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 B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
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 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 Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, Loans each existing on the Incremental Refinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) the Incremental Term Refinancing Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Revolving Credit Loans and the Term LoansRefinanced Debt,
(B) (i) with respect to Incremental Term A Loansas of the Refinancing Facility Closing Date, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans on the date of incurrence of such Incremental Term A Loans Refinanced Debt,
(except by virtue of amortization C) shall have an Applicable Rate and Eurocurrency Rate or prepayment of the Term A Loans prior Base Rate floor (if any), and subject to the time of such incurrenceclauses (e)(i)(A) and (iie)(i)(B) with respect to Incremental Term B Loansabove, shall have a Weighted Average Life to Maturity not shorter than amortization determined by the remaining Weighted Average Life to Maturity of Borrower and the Term B 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)applicable Refinancing 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 Parent Borrower and the applicable Incremental Term Lenders, andRefinancing Loan arranger(s),
(E) may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis, basis (except as expressly provided herein) in any mandatory for 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 pursuant 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(m2.05(b)(iv) and Section 2.04(g), without giving effect to changes thereto on 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 Loans hereunder, or if junior in right of security, shall be on a junior basis 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 Classthereto,
(F) shall provide that assignments not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and participations of Incremental Revolving Credit Commitments penalties thereon and Incremental Revolving Loans shall be governed by reasonable fees, expenses, OID and upfront fees associated with the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Incremental Facility Closing Date,refinancing, and
(G) (I) shall provide rank pari passu or junior in right of payment with the Obligations under Loans that any Incremental Revolving Credit Commitments may constitute 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 separate Class or Classespari 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 agreement, as agreed by the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory 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 Borrower and any original Revolving Credit Commitments) which have more than nine (9) different Maturity Dates unless otherwise agreed to by the Administrative Agent); and
(Hii) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit Lenders[Reserved].
(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 B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
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 any 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 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 identical to affecting the Term A Loansrights and duties of, Term B Loans or any Class of Revolving Credit Commitmentsfees or other amounts payable to, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to the Administrative such Agent); provided that in to the case extent any more restrictive financial maintenance covenant is added for the benefit of a Term A Loan Increasesuch Incremental Commitments, a Term B Loan Increase or a Revolving Commitment Increase such financial maintenance covenant shall be added for the benefit of any Class of the Revolving Credit Commitments, Facility that then benefits from such financial maintenance covenant and is remaining outstanding (except to the terms, provisions and documentation extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateFacility). In any event:
(i) the Incremental Term LoansLoans and Incremental DDTLs:
(A) subject to the Permitted Earlier Maturity Indebtedness Exception, shall rank pari passu in right not mature earlier than the Latest Maturity Date of payment and of security with the Revolving Credit Loans and the Initial Term Loans,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect subject to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature earlier than the Permitted Earlier 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 LoansIndebtedness Exception, 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 (in the date case of incurrence Incremental DDTLs, only upon the funding of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 incurrenceDDTLs),
(DC) shall have an Applicable Rate andRate, 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 Parent 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, except as expressly provided herein) in any 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) the terms of the Incremental Revolving Credit Commitments and Incremental Revolving LoansCredit 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) shall rank pari passu in right of payment and of security with the any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans and shall not mature, require scheduled amortization or provide for mandatory commitment reductions earlier than the Term LoansLatest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments,
(B) shall not mature earlier than the Maturity Date 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 Facilities established Commitments on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Incremental Facility Closing Date,
(C) [Reserved],
(D) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(ED) 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 (but not on a greater than 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 better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(FE) 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,, and
(GF) 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 Incremental DDTLs and the All-In Yield applicable to the Incremental Term Loans Loans, Incremental DDTLs or Incremental Revolving Credit Loans of each Class shall be determined by the Parent 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 made under Incremental Term B Commitments, if the All-In Yield applicable to such any Incremental Term B 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 not 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 the such applicable Initial Term B Loans established on the Effective Date plus 50 by more than 100 basis points per annum unless (the amount of such excess 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 the applicable Initial Term B Loans established on shall be increased by the Effective Date is increased so as applicable Yield Differential; provided further that the incurrence of Incremental Term Loans in an aggregate outstanding principal amount equal to cause or less than the then applicable All-In Yield under this Agreement on such Term B Loans to equal greater of (x) $68,000,000 and (y) 100% of the All-In Yield then applicable LTM Consolidated EBITDA shall not be subject to the Incremental Term B Loans minus 50 basis points; provided that any increase provisions in All-In Yield to such Term B Loan due to the application of a Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in immediately preceding proviso (or implementation ofthe two provisos above, as applicable) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loanthe “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 Credit Commitments, as the case may be, of any Class shall be as agreed between among the Parent 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 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, shall be reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. 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 Lenders providing such Revolving 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 Commitment 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 necessary so that such Applicable Rate or Commitment Fees, as applicable, are equal to the Applicable Rate or unused commitment fees, as applicable for the Revolving Commitment Increase, and (B) in all other respects, be on terms and conditions identical to the Aggregate Revolving Commitments;
(ii) any Incremental Term Loan Commitments with respect to any new Class of Incremental Term Loan shall be on terms and conditions 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 new Class of Incremental Term Loan (and the Incremental Term Loans:
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 is also added for the benefit of the Revolving Credit Facility); provided, that, any new Class of Incremental Term Loan shall (AA)(1) shall rank pari passu in right of payment and of security with the Revolving Credit Loans Facility and (2) have no obligors other than the Term Loans,
Loan Parties, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the latest Maturity Date of the Revolving Credit Facility at the time of incurrence of such Incremental Term Loan, (C) other than with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loanscustomary amortization payments, 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 then-remaining Weighted Average Life to Maturity of the Term A Loans on Revolving Credit Facility at the date time of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrence) Loan 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 Term B 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 Rate and, subject to clauses (e)(i)(BB) and (e)(i)(CC) above of the proviso to this Section 2.16(e)(ii) set forth above, have an Applicable Rate, fees, customary amortization and clause (e)(iii) below, amortization customary mandatory prepayments determined by the Parent Borrower and the applicable Incremental Term Lenders, and
(E) 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 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 B Commitments, the All-In Yield applicable to providing 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
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 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 Parent 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 identical to affecting the Term A Loansrights and duties of, Term B Loans or any Class of Revolving Credit Commitmentsfees or other amounts payable to, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to the Administrative such Agent); provided that in to the case extent any more restrictive financial maintenance covenant is added for the benefit of a Term A Loan Increasesuch Incremental Loans, a Term B Loan Increase or a Revolving Commitment Increase such financial maintenance covenant shall be added for the benefit of any Class of the Revolving Credit Commitments, Facility that then benefits from such financial maintenance covenant and is remaining outstanding (except to the terms, provisions and documentation extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateFacility). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu in right of payment and of security with subject to the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A LoansPermitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect of the Initial Term Loans; provided that Incremental Term Loans (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 be converted or exchanged satisfies the Term A Loans made on the Fourth Restatement Effective Date requirements of this clause (prior to giving effect to any extensions thereofA) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (iiz) with respect to Incremental Term B Loansconstituting 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 with respect to of the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)Revolving Credit Commitments,
(CB) (i) with respect subject to Incremental Term A Loansthe 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 A Loans on the date of incurrence of such Loans; provided that Incremental Term A Loans (except by virtue x) incurred for purposes of amortization consummating a Permitted Acquisition or prepayment 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 be converted or exchanged satisfies the requirements of the Term A Loans prior to the time of such incurrencethis clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (iiz) with respect to Incremental Term B Loansconstituting term loan A facilities (as determined by the Lead Borrower in good faith), in each case, shall have a only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Term B 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)Revolving Credit Commitments,
(DC) shall have an Applicable Rate andRate, 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 Parent 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, except as expressly provided herein) in any 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) 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) shall rank pari passu in right of payment and of security with the any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans and shall not mature, require scheduled amortization or provide for mandatory commitment reductions earlier than the Term LoansLatest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments,
(B) shall not mature earlier than the Maturity Date 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 the Incremental Revolving Credit Facilities established 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 Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Incremental Facility Closing Date,
(C) [Reserved],
(D) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(ED) 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 (but not on a greater than pro rata basis) with all other Revolving Credit Commitments existing on the Incremental Facility Closing Date, except that the Parent Borrower Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a greater better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(FE) 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,, and
(GF) 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 Credit Loans of each Class shall be determined by the Parent 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 made under Incremental Term B Commitments, if the All-In Yield applicable to such any Incremental Term B Loans (other than Incremental Term Loans which constitute MFN Excluded 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 such applicable Initial Term B Loans established on the Effective Date plus 50 by more than 75 basis points per annum unless (the amount of such excess 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 the applicable Initial Term B Loans established on shall be increased by the Effective Date is increased so as to cause applicable Yield Differential (this proviso, the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points“MFN Protection”); provided further that any increase notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans consisting of customary bridge facilities or term loan A facilities (as determined by the Lead Borrower in All-In Yield to such Term B Loan due to the application of a Eurocurrency Rate or Base Rate floor 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 such Term B Loangood faith).
Appears in 2 contracts
Sources: Credit Agreement (Bumble Inc.), Credit Agreement (Bumble Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Incremental Refinancing Revolving Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Revolving Credit Loans and the Term LoansRefinanced Debt,
(B) (i) with respect to Incremental Term A Loansas of the Refinancing Facility Closing Date, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans on the date of incurrence of such Incremental Term A Loans Refinanced Debt,
(except by virtue of amortization C) shall have an Applicable Rate and Eurocurrency Rate or prepayment of the Term A Loans prior Base Rate floor (if any), and subject to the time of such incurrenceclauses (e)(i)(A) and (iie)(i)(B) with respect to Incremental above, amortization determined by the Borrower and the applicable Refinancing Term B Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B 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)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 Parent Borrower and the applicable Incremental Refinancing Term Lenders, andLoan arranger(s),
(E) may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis, basis (except as expressly provided hereinfor 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) the Incremental Refinancing Revolving Credit Commitments and Incremental Refinancing Revolving Loans:
(A) (I) shall rank pari passu or junior in right of payment with the 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 payment and of security with the Obligations under the Term Loans and Revolving Credit Loans and the Term Loansthat are secured on a first lien basis,
(B) shall not mature have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Refinanced Debt,
(C) [Reserved]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) shall may be elected to be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the provisions consent of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans Lender and Letters of Credit which mature or expire after a Maturity each L/C Issuer, and on the Refinancing Facility Closing 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 Participating Revolving Credit Lenders with Commitments in accordance with their percentage of the U.S. Participating 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 after giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters such Refinancing Amendment, provided, such election may be made conditional upon the termination of one or more other Participating Revolving Credit theretofore incurred or issued)Commitments,
(E) shall may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Incremental Refinancing Revolving Credit Commitments after the associated Incremental Refinancing Facility Closing Date shall be made on a pro rata basis, less than pro rata basis or greater than 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 ClassCommitments,
(F) shall provide that assignments and participations of Incremental Refinancing Revolving Credit Commitments and Incremental 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 Incremental Refinancing Facility Closing Date,
(G) shall provide that any Incremental have an Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) determined by the Borrower and the applicable Refinancing 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; andLenders,
(H) shall have an Applicable Rate fees determined by the Parent Borrower and the applicable Incremental Refinancing Revolving Credit Lenders.Commitment arranger(s), and
(iiiI) 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 B Commitments, the All-In Yield applicable to such Incremental Term B Loans shall not be have a greater principal amount of Commitments than the applicable All-In Yield payable pursuant to principal amount of the terms Commitments of this Agreement as amended through the date of such calculation Refinanced Debt and accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with respect to the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loanrefinancing.
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 Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Initial Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall 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 (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent; provided Agent or any of the Lenders to the extent that in such financial maintenance covenant is also added for the case benefit of a Term A Loan Increase, a Term B Loan Increase each Facility remaining outstanding after the effectiveness of such Incremental Amendment or a (B) Incremental Revolving Commitment Increase of any Class of Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the terms, provisions Administrative Agent or any 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 documentation is remaining outstanding after the effectiveness 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAmendment). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu in right of payment and of security with subject to the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A LoansPermitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect to of the Initial Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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),
(CB) (i) with respect subject to Incremental Term A Loansthe 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 A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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),
(DC) shall have an Applicable Rate andRate, 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) 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 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 B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.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 Parent 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 identical to affecting the Term A Loansrights and duties of, Term B Loans or any Class of Revolving Credit Commitmentsfees or other amounts payable to, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to the such Administrative Agent); provided that in to the case extent any more restrictive financial maintenance covenant is added for the benefit of a Term A Loan Increasesuch Incremental Loans, a Term B Loan Increase or a Revolving Commitment Increase such financial maintenance covenant shall be added for the benefit of any Class of the Revolving Credit Commitments, Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the terms, provisions and documentation extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateFacility). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu in right of payment and of security with subject to the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A LoansPermitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect of the Initial Term Loans; provided that Incremental Term Loans (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 be converted or exchanged satisfies the Term A Loans made on the Fourth Restatement Effective Date requirements of this clause (prior to giving effect to any extensions thereofA) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (iiz) with respect to Incremental Term B Loansconstituting 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 with respect to of the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)Revolving Credit Commitments,
(CB) (i) with respect subject to Incremental Term A Loansthe 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 A Loans on the date of incurrence of such Loans; provided that Incremental Term A Loans (except by virtue x) incurred for purposes of amortization consummating a Permitted Acquisition or prepayment 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 be converted or exchanged satisfies the requirements of the Term A Loans prior to the time of such incurrencethis clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (iiz) with respect to Incremental Term B Loansconstituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall have a only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Term B 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)Revolving Credit Commitments,
(DC) shall have an Applicable Rate andRate, 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 Parent Borrower and the applicable Incremental Term Lenders, and,
(ED) 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 hereinbasis (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)) in any 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) 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) shall rank pari passu in right of payment and of security with the any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans and shall not (i) mature or provide for mandatory commitment reductions earlier than the Term LoansLatest 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) shall not mature earlier than the Maturity Date 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 the Incremental Revolving Credit Facilities established 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 Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Incremental Facility Closing Date,
(C) [Reserved],
(D) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(ED) 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 (but not on a greater than 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 better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(FE) 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,, and
(GF) 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 Credit Loans of each Class shall be determined by the Parent 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 made under Incremental Term B Commitments, if the All-In Yield applicable to such any Incremental Term B Loans (other than Incremental Term Loans which constitute MFN Excluded 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 such applicable Initial Term B Loans established on the Effective Date plus 50 by more than 100 basis points per annum unless (the amount of such excess 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 RateApplicable Term SOFR Floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term B Loans established on shall be increased by the Effective Date is increased so as to cause applicable Yield Differential (this proviso, the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points“MFN Protection”); provided further that any increase notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in All-In Yield to such Term B Loan due to the application of a Eurocurrency Rate currency other than Dollars or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation ofEuros, as applicable) any Eurocurrency Rate applicable or Base Rate floor applicable to such Term B Loanconsisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).
Appears in 2 contracts
Sources: Credit Agreement (Medline Inc.), Credit Agreement (Medline Inc.)
Required Terms. The terms, provisions and documentation of (i) 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 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 identical to consistent with the Initial Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall 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 the terms or conditions set forth therein that are more restrictive than the terms and conditions set forth in this Agreement shall be deemed to be reasonably satisfactory to the Administrative Agent; provided that in Agent if the case Initial Term Loans receive the benefit of a Term A Loan Increasesuch terms or conditions, a Term B Loan Increase or a Revolving Commitment Increase of any Class of as applicable) and (ii) the Incremental Revolving Credit Commitments, Loans and Incremental Revolving Credit Commitments (other than upfront fees or similar economic terms) shall be substantially identical to the 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date(subject to Section 2.14(i)). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu in right not mature earlier than the Maturity Date of payment and of security with the Revolving Credit Loans and the Initial Term Loans,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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),
(DC) shall have an Applicable Rate andRate, 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 Parent 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, except as expressly provided herein) in any 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) [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 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 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 providing such Incremental Term Loans and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
Appears in 2 contracts
Sources: Credit Agreement (Apria, Inc.), Credit Agreement (Apria, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Incremental Refinancing Revolving Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not substantially identical to the Term A Loans, Term B Loans or any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Refinancing Closing Date, shall be consistent with clauses (i) or (ii) below, as applicable, and otherwise shall be (taken as a whole) not materially more favorable (as reasonably satisfactory determined by the Borrower and conclusively evidenced by a certificate of the Borrower) to the Administrative AgentRefinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants or other provisions applicable only to periods after the Maturity Date (as of the applicable Refinancing Closing Date) of such Class being refinanced, (2) pricing, fees, rate floors, optional prepayment, redemption terms and (3) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant); provided that in that, notwithstanding anything to the case of a Term A Loan Increasecontrary herein, a Term B Loan Increase or a Revolving Commitment Increase of if any Class of Revolving Credit Commitments, the such terms, provisions and documentation of the Refinancing Term Loans and 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 Term A Previously Absent Financial Maintenance Covenant shall be included for the benefit of each other Loan Increaseor Commitment of such Class (provided, Term B Loan Increase or however, that if (I) the applicable Refinanced Debt includes a revolving tranche and a Refinancing Revolving Commitment Increase shall is to be identical provided (whether or not the documentation therefor includes any other than with respect to upfront fees, OID or similar feesfacilities) to and (II) the applicable Term A Loans, Term B Loans or Class Previously Absent Financial Maintenance Covenant is a financial maintenance covenant solely for the benefit of Revolving Credit Commitments being increasedLoans thereunder, the Previously Absent Financial Maintenance Covenant shall not be required to be included in each case, as existing on this Agreement for the Incremental Facility Closing Datebenefit of any Term Loans hereunder). In any event:
(i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Closing Date, shall rank pari passu in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Revolving Credit Loans and the Term LoansRefinanced Debt,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans Refinanced Debt on the date of incurrence of such Incremental Term A Refinancing Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B Loans on the date of incurrence of such Incremental Term B Loans (except by virtue of amortization or prepayment of the Term B Loans Refinanced Debt prior to the time of such incurrence),
(DC) shall have an Applicable Rate Margin 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 Parent 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 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), except as expressly provided herein) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Refinancing Amendment., and
(iiF) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(AI) 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) the Refinancing Revolving Credit Loans Commitments and Refinancing Revolving Loans:
(A) (I) shall rank pari passu in right of payment with the Term LoansObligations 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 mature have a final scheduled maturity date earlier than than, or mandatory scheduled commitment reductions prior to, 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)Refinanced Debt,
(C) [Reserved]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) shall be subject to the provisions of Sections 2.03(m) and 2.04(gSection 2.3(c) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exists Incremental Refinancing 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 Refinancing Closing Date (and except as provided in Section 2.03(m) and Section 2.04(g2.3(c), 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) 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 Credit Loans with respect to, and termination or reduction of, Incremental Refinancing Revolving Credit Commitments after the associated Incremental Facility 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 Credit Commitments existing on the Incremental Facility Closing DateCommitments, except that the Parent Borrower shall be permitted to permanently repay and terminate commitments Commitments in respect of any such Class of Revolving Loans on a greater than a pro rata basis as compared to any other Class of Revolving Loans with a later maturity date Maturity Date than such ClassClass or in connection with any refinancing thereof permitted by this Agreement,
(F) shall provide that assignments and participations of Incremental Refinancing Revolving Credit Commitments and Incremental 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 Incremental Facility Refinancing Closing Date,
(G) shall provide that any Incremental Refinancing 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 Refinancing Closing Date; provided at no time shall there be Revolving Credit Commitments under a Revolving Credit Facility hereunder (including Incremental Refinancing Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than nine two (92) different Maturity Dates unless otherwise agreed to by the Administrative Agent; and,
(H) shall have an Applicable Rate Margin determined by the Parent Borrower and the applicable Incremental Refinancing Revolving Credit Lenders., and
(iiiI) 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 B Commitments, the All-In Yield applicable to such Incremental Term B Loans shall not be greater subject to any guarantee by any Person other than a Credit Party and shall not include any 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 the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B LoanBorrower 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 Credit Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, Commitments and except as otherwise set forth herein, to the extent not identical to consistent with the Closing Date Term A Loans, Term B Loans or any Class of Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (A) be reasonably satisfactory to the Required Lenders, (B) be not materially 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 each case under this clause (B), with respect to (x) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period after the Latest Maturity Date of the Closing Date Term Loans or Closing Date Revolving Facility, as 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 (y) a Previously Absent Financial Maintenance Covenant (so long as, (i) to the extent that any such 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 (C) contain such terms, provisions and documentation as are reasonably satisfactory to the Administrative AgentAgent and the Specified Representative (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 term or provision is added for the benefit of (i) the Lenders of Incremental Term Loans or Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent 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 Term Loans and the Delayed Draw Term Loan Facility or (ii) the Lenders under Incremental Revolving Commitments, no consent shall be 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 Agent 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 A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase of any Class of Revolving Credit CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B 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 A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateDate (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 Revolving Credit Loans First Lien Obligations under this Agreement and shall be subject to the Term Loansapplicable Intercreditor Agreement or other intercreditor arrangements reasonably satisfactory to the Administrative Agent or (B) be unsecured, in each case as applicable pursuant to Section 2.14(4)(c) above,
(Bii) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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)Date,
(Ciii) (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 Closing Date Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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),
(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 Parent Borrower and the applicable Incremental Term Lenders; provided, andthat 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,
(Ev) (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 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 greater than pro rata basis, except as expressly provided herein) less than a pro rata basis or greater than a pro rata basis in any mandatory voluntary 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 Credit Commitments and Incremental Revolving 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 Revolving Credit Loans First Lien Obligations under this Agreement and shall be subject to the Term Loansapplicable 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,
(Bii) shall not mature earlier than the Original Revolving Facility Maturity Date 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 Credit Facilities established Commitments existing on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)such Incremental Facility Closing Date,
(Civ) [Reserved],
(D) shall be subject to the provisions of Sections 2.03(mSection 2.03(12) and 2.04(g2.04(7) to the extent dealing in connection with Swing Line Loans and Letters of Credit and Swing Line Loans, respectively, which mature or expire after a Maturity Date when there exists at any time Incremental Revolving Credit Commitments with a longer later Maturity DateDate are outstanding, shall provide that all Letters of Credit and Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders each Lender with Commitments a Revolving Commitment in accordance with their its percentage of the U.S. Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(mSections 2.03(12) and Section 2.04(g2.04(7), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit and Swing Line Loans and Letters of Credit theretofore incurred or issued),
(Ev) shall provide that the permanent repayment of Revolving Credit Loans in connection with respect to, and a termination of, of Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall may 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 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 Class Revolving Commitments with a later maturity date than such ClassIncremental Revolving Commitments), in each case, with all other Revolving Commitments existing on such Incremental Facility Closing Date,
(Fvi) 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,
(Gvii) 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 four (94) different Maturity Dates unless otherwise agreed to by the Administrative Revolver Agent; and,
(Hviii) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit 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.
(iiic) the amortization schedule applicable to any Incremental Term Loans Applicable Rate and the All-In Yield fees applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Parent 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 B CommitmentsLoan that (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), the All-In Yield applicable to such Incremental Term B 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 the Closing Date Term B Loans established on the Effective Date Loans, plus 50 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Rate Adjusted Term SOFR or Base Rate floor) with respect to the Closing Date Term B Loans established on the Effective Date and Delayed Draw Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on such the Closing Date Term B Loans and Delayed Draw Term Loans to equal the All-In Yield then applicable to the Incremental Term B Loans Loans, minus 50 basis points; provided points per annum (it being understood and agreed that any increase in All-In Yield to such on the Closing Date Term B Loan Loans and Delayed Draw Term Loans due to the application of a Eurocurrency Rate an Adjusted Term SOFR or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate the Adjusted Term SOFR or Base Rate floor applicable to such Term B Loan.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 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 Term Commitments, and except as otherwise set forth herein, to the extent not 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, shall be reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any eventthat:
(i) the terms of any Term Loan Increase and the Incremental Term Commitments and Incremental Term Loans in respect thereof shall be identical to the 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 Revolving Credit Loans and the Initial Term Loans,
(B) (i) with respect to such Incremental Term A Loans, Loans shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such 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 such Incremental Term A Loans, 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 Term A Loans on the date time of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of without giving effect to prior prepayments that would otherwise modify the Term A Loans prior to 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 Term B 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 incurrenceLoans),
(D) such Incremental Term Loans shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(i)(I) 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 the Incremental Revolving Credit Commitments and Incremental Revolving 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 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 terms and conditions of the Loan Documents (when taken as a whole); provided that a certificate of the Borrower as to the satisfaction of 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 subclause (F), shall be governed by conclusive unless the same assignment and participation 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 applicable apply after the Latest Maturity Date at the time of incurrence of such Indebtedness or shall otherwise be reasonably satisfactory to Revolving Credit Commitments and Revolving Credit Loans existing on the Incremental Facility Closing DateAdministrative Agent (acting at the direction of the Required Lenders),
(G) (I) there shall provide that be no borrower in respect of any Incremental Revolving Credit Commitments may constitute a separate Class Term Loans other than the Borrower and (II) there shall be no other obligor or Classes, as the case may be, guarantor in respect of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; provided at Term Loans other than a Guarantor;
(H) no time Incremental Term Loans shall there be Revolving Credit Commitments under a Revolving Credit Facility hereunder (including Incremental Revolving Credit Commitments and secured by any original Revolving Credit Commitments) which have more than nine (9) different Maturity Dates unless otherwise agreed to by the Administrative Agentassets that do not constitute Collateral; and
(H) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit Lenders.
(iiiI) 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, provided that with respect to any Loans made under Incremental Term B CommitmentsLoan Commitments that are secured by the Collateral on a pari passu basis 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 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 such Initial Term B Loans established on the Effective Date plus by more than 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 Rate Term SOFR or Base Rate floor) with respect to the Initial Term B Loans established on shall be increased by the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Differential; provided that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such include a Term B Loan due to the application of a Eurocurrency Rate SOFR or Base Rate floor on any Incremental that is greater than the Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate SOFR or Base Rate floor applicable to 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 Term B LoanSOFR or Base Rate Floor applicable to the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Term SOFR and Base Rate floors (but not the Applicable Rate, unless the Borrower otherwise elects in its sole discretion) applicable to the Initial Term Loans shall be increased to the extent of such differential between interest rate floors 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 any Incremental Term Loans and Loan or any Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class Commitment shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Loans or Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to substantially consistent with the Term A LoansLoans existing on the Incremental Tranche Closing Date (as determined by the Borrower and conclusively evidenced by a certificate of the Borrower), Term B Loans or any Class of Revolving Credit Commitmentsshall be consistent with clauses (i) and (ii) below, as applicable, each existing on the Incremental Facility Closing Date, and otherwise shall be reasonably satisfactory to the Administrative Agent; provided 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 Previously Absent Financial Maintenance Covenant is added for the benefit of any Incremental Loan or Incremental Commitment, no consent shall be required from any existing Lender to the extent such Previously Absent Financial Maintenance Covenant is (A) 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 Loan existing on the Incremental Tranche Closing Date. Notwithstanding the foregoing, 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 (other than with respect to underwriting, commitment or upfront fees, OID original issue discount or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:,
(i) the each Incremental Term LoansLoan or Incremental Commitment:
(A) shall will rank pari passu in right of payment and of security with the Revolving Credit other Loans and the Term Loans,or Commitments, as applicable, of such Class;
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Initial Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Initial Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B Loans on the date of incurrence of such Incremental Term B Loans (except by virtue of amortization or prepayment of the Term B Initial Loans prior to the time of such incurrence),;
(D) shall have an Applicable Rate fees and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Parent Borrower and the applicable Incremental Term Lenders, ; and
(E) 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), except as expressly provided herein) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.;
(ii) there shall be no borrowers or guarantors in respect of such Incremental Loans that are not the Incremental Revolving Credit Commitments Borrower or a Guarantor, 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 be secured by assets other than the Maturity Date Collateral (except pursuant to an escrow or similar arrangement 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 proceeds 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 such 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 B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan).
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 Credit Commitments, as the case may be, of any Class and any Loan Increase 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 identical to the any then outstanding Term A Loans, Term B Loans or any Class of Revolving Credit CommitmentsFacility, as applicable, each existing on the Incremental Facility Closing Date, shall either, at the 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 in good faith), (B) be not materially 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 extent necessary to provide for (x) covenants and other terms applicable to any period after the 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 terms of such Indebtedness contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility; provided further, that if (x) such Indebtedness that includes a Previously Absent Financial Maintenance Covenant consists of a revolving credit facility (whether or not the documentation therefor includes any other facilities) and (y) the applicable Previously Absent Financial Maintenance Covenant is included only for the benefit of such revolving credit facility, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the benefit of any Term Facility hereunder or (C) if neither clause (A) or (B) are satisfied, such terms, provisions and documentation shall be reasonably satisfactory to the Administrative Agent; provided provided, further, 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 CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B 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 A Loans, Term B Loans or Class of Revolving Credit 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 Revolving Credit Loans First Lien Obligations under this Agreement (subject to an Intercreditor Agreement(s) reasonably acceptable to the Administrative Agent and the Term LoansBorrower) or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above,
(Bii) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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)Date,
(Ciii) (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 Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B Loans on the date of incurrence of such Incremental Term B Loans (except by virtue Loans; provided that the effects of any amortization or prepayment of prepayments made on the Term B Loans prior to the time date of such incurrence)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 Parent 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) may participate on a pro rata basis or less shall not at any time be guaranteed by any Subsidiary of the Borrower other than pro rata basis (but not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental AmendmentSubsidiaries that are Guarantors.
(iib) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(Ai) (x) shall rank pari passu 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 Revolving Credit Loans and the Term LoansFirst Lien Obligations under this Agreement or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above,
(Bii) shall not mature earlier than the Original Revolving Facility Maturity Date with respect Date, and shall not be subject to the Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)amortization,
(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),
(Eiii) 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 Credit Loans with respect to, and termination of, to Incremental Revolving Credit 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 be made on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) with all other Revolving Commitments existing on such Incremental Facility Closing Date, except that the Parent Borrower shall be permitted to permanently repay and terminate commitments Commitments in respect of any such Class of Revolving Loans on a greater than a pro rata basis as compared to any other Class of Revolving Loans with a later maturity date Maturity Date than such ClassClass or in connection with any refinancing thereof,
(Fvi) 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,
(Gvii) 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 four (94) different Maturity Dates unless otherwise agreed to by the Administrative Agent; and,
(Hviii) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit 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.
(iiic) 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 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 B 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), 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 B Loans established on the Effective Date Loans, plus 50 75 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Rate SOFR or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such the Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans Loans, minus 50 75 basis pointspoints per annum; provided that any increase in All-In Yield to such on the Term B Loan Loans due to the application of a Eurocurrency Rate SOFR or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate the SOFR or Base Rate floor applicable to such Term B LoanLoans.
Appears in 2 contracts
Sources: Credit Agreement (WideOpenWest, Inc.), Credit Agreement (WideOpenWest, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Incremental Refinancing Revolving Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans (or constituting a part of) any Class of Revolving Credit Commitmentsterm loans or revolving credit commitments, as applicable, each existing on the Incremental applicable Refinancing Facility Closing Date, shall be reasonably satisfactory to the Administrative Agent; provided that in the case of a Term A Loan Increaseconsistent with clauses (i) or (ii) below, a Term B Loan Increase or a Revolving Commitment Increase of any Class of Revolving Credit Commitmentsas applicable, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase otherwise shall be identical (other than with respect to upfront fees, OID or similar feestaken as a whole) no more favorable (as reasonably determined by the Borrower) to the Refinancing Lenders than those applicable Term A Loans, Term B Loans to such Class (taken as a whole) being refinanced (except for (1) covenants or Class other provisions applicable only to periods after the Latest Maturity Date (as of Revolving Credit Commitments being increased, in each case, as existing on the Incremental applicable Refinancing Facility Closing Date) and (2) pricing, fees, rate floors, optional prepayment or redemption terms), unless the Lenders under the existing Facilities are given the benefit of such terms and provisions. In any event:
(i) the Incremental The Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Revolving Credit Loans and the Term LoansRefinanced Debt,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans Refinanced Debt on the date of incurrence of such Incremental Term A Loans Refinancing Loans,
(except C) shall not be Guaranteed by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrence) any Person other than a Loan Party and (ii) with respect to Incremental Term B Loans, shall have not be borrowed by any Person other than a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B 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)Loan Party,
(D) shall not have an Applicable Rate anda 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 Parent Borrower and the applicable Incremental Term LendersAdministrative Agent, and
(EF) 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 mandatory prepayments of then existing Term A Loans hereunderunder Section 2.05, as specified in the applicable Incremental Refinancing Amendment.; and
(ii) the Incremental Refinancing Revolving Credit Commitments and Incremental Refinancing Revolving Loans:
(A) (I) shall rank pari passu in right of payment with the 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 Revolving Credit Loans and Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to an intercreditor agreement on terms reasonably satisfactory to the Term LoansAdministrative Agent,
(B) shall not mature have a final scheduled maturity date earlier than than, or mandatory scheduled commitment reductions prior to, 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)Refinanced Debt,
(C) [Reserved]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 with all other then existing Revolving Credit Commitments,
(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 Refinancing 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 Refinancing Revolving Credit Loans with respect to, and termination or reduction of, Incremental Refinancing Revolving Credit Commitments after the associated Incremental Refinancing Facility Closing Date shall be made on a pro rata basis basis, or on a less than (but not greater than pro rata basis) pro rata basis, with all other Revolving Credit Commitments existing on the Incremental Facility Closing Daterevolving credit commitments under this Agreement, except that the Parent Borrower shall be permitted to permanently repay and terminate commitments Commitments in respect of any such Class of Refinancing Revolving Loans on a greater than a pro rata basis as compared to any other Class of revolving credit loans under this Agreement with a later maturity date Maturity Date than such ClassClass or in connection with any refinancing thereof permitted by this Agreement,
(F) shall provide that assignments and participations of Incremental Refinancing Revolving Credit Commitments and Incremental 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 Incremental Refinancing Facility Closing Date,
(G) shall provide that not be Guaranteed by any Incremental Revolving Credit Commitments may constitute Person other than a separate Class or ClassesLoan Party and shall not be borrowed by any Person other than a Loan Party, 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 not have an Applicable Rate determined by a greater principal amount of Commitments than the Parent Borrower 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 applicable Incremental extent permanently terminated at the time of incurrence of such Refinancing Revolving Credit Lenders.
(iii) Commitments plus the amortization schedule applicable amount of any tender premium or penalty or premium required 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 paid under Incremental Term B Commitments, 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 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 the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate Refinancing Revolving Credit Commitments or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B LoanRefinancing Revolving Loans.
Appears in 2 contracts
Sources: Credit Agreement (Valvoline Inc), Credit Agreement (Ashland 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 CommitmentsClass, and 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, as applicable; provided that in no event will any Incremental Term Loans be permitted to be voluntarily or mandatorily prepaid prior to the extent not identical to repayment in full of the Initial Term A Loans, unless accompanied by at least a ratable payment of the Initial Term B Loans (provided that (x) any Refinancing Amendment, Extension Amendment or any Class of Revolving Credit Incremental Amendment may provide that the applicable Incremental Term Lenders or lenders providing such Incremental Term Commitments, as applicable, each existing on shall receive a less than ratable payment and (y) the Incremental Facility Closing Date, foregoing shall not be reasonably satisfactory construed to the Administrative Agent; provided that in the case prohibit a prepayment of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase of any given Class of Revolving Credit CommitmentsIncremental Term Loans (without an accompanying prepayment of Initial Term Loans) in connection a Permitted Repricing Amendment for, or the termsincurrence of Replacement Term Loans to refinance, provisions and documentation of such Incremental 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date). 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 in right of payment and of security with the Revolving Credit 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 Term Loans,Facilities and (y) shall not be guaranteed by any Person other than the Guarantors under the Facilities;
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to of the Initial Term A Loans made on outstanding at the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such 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 (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate 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 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, except as expressly provided herein) in any 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) 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) [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 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 Effective 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 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 B CommitmentsCommitments after the Closing Date, the All-In Effective Yield applicable to such Incremental Term B 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 the Initial Term B Loans established on the Effective Date Loans, plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Initial Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Effective Yield under this Agreement on such the Initial Term B Loans to equal the All-In Effective Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided that any if such Incremental Term Loan includes a Eurocurrency floor greater than 1.00% per annum or a Base Rate floor greater than 2.00% per annum, such differential between the Eurocurrency or Base Rate floors shall be equated to the applicable Effective Yield for purposes of 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 All-In Yield to such Term B Loan due to the application of a Eurocurrency Rate or Base Rate floor on any Incremental in the Initial Term B Loan shall be effected solely through Loans would cause an increase in (or implementation ofthe interest rate then in effect thereunder, as applicable) any and in such case, the Eurocurrency Rate or Base Rate floor (but not the interest rate margin) applicable to the Initial Term Loans shall be increased to the extent of such Term B Loandifferential between 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 Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Lead Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise reasonably satisfactory to the Administrative AgentAgent (except for covenants or other provisions (a) conformed (or 97 added) in the Loan Documents pursuant to the related Incremental Amendment, (x) in the case of any Class of Incremental Term Loans and Incremental Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders 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 A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase of any Class of Revolving Credit CommitmentsIncrease, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase shall be identical (other than than, solely in the case of a Revolving Commitment Increase, with respect to upfront fees, OID or similar fees) to the applicable Class of Term A Loans, Term B Loans or Class of 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) (I) shall rank pari passu or junior in right of payment with the Term B Loans and the Initial Revolving Credit Commitments and the Revolving Credit Loans thereunder, (II ) no Person other than a Loan Party shall provide a Guarantee or otherwise be an obligor with respect to such Incremental Term 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 or junior in right of security with the Term B Loans and Revolving Credit Loans (and subject to a Subordination Agreement (if subject to payment subordination) and/or a Second 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 Lead Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Term Loans,
Administrative Agent), (B) (i) with respect to as of the Incremental Term A LoansAmendment Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature earlier than the Maturity Date with respect to of the Term B Loans made on or any Extended Term Loans as to which the Effective Date (prior to giving effect to any extensions thereof),
Term B Loans were the Existing Term Loan Tranche, (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 as of the Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrence) and (ii) with respect to Incremental Term B LoansAmendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B Loans on the date of incurrence of such Incremental or any Extended Term B Loans (except by virtue of amortization or prepayment of as to which the Term B Loans prior to were the time of such incurrence),
Existing Term Loan Tranche, (D) shall have an Applicable Rate andMargin, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Parent Lead Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization 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, and
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, (E) shall have fees determined by the Lead Borrower and the applicable Incremental Term Loan arranger(s), and (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 basis, basis except as expressly provided hereinfor prepayments pursuant to Section 2.05(b)(iii)(x) and 2.05(b)(vi)(A)(y)) in any 98 mandatory prepayments of Term Loans hereunder, as specified ; provided that any such Incremental Term Loans that are junior in right of payment or security with respect to the applicable Incremental Amendment.
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); (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans:
: (A) (I) shall rank pari passu or junior in right of payment with the Term B Loans and the Initial Revolving Credit Commitments and the Revolving Credit Loans thereunder, (II ) no Person other than a Loan Party shall provide a Guarantee or otherwise be an obligor with respect to such Incremental Revolving Credit Commitments and Incremental Revolving Credit 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 payment and of security with the Term B Loans and Revolving Credit Loans and available under the Term Loans,
Initial Revolving Credit Commitments, (B) (I) shall not mature have a final scheduled maturity date or commitment reduction date 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 Initial Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit (II) shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of not have any scheduled amortization or mandatory commitment reduction prior to 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 the Initial Revolving Credit theretofore incurred or issued),
Commitments, (EC) 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 and (3) repayment made in connection with a permanent repayment and the termination or reduction of Revolving Credit commitments (in accordance with clause (E) below)) of Loans with respect to, and termination of, to Incremental Revolving Credit Commitments after the associated Incremental 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, except that the Parent Borrower shall (D) may be permitted elected to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis be included as compared to any other Class with a later maturity date than such Class,
(F) shall provide that assignments and participations of Incremental additional Participating Revolving Credit Commitments and under the Incremental Amendment (or in the case of any Revolving Loans Commitment Increase to an existing Class of Participating Revolving Credit Commitments, shall be governed by included), subject to (other than in the same assignment case of a Revolving Commitment Increase) the consent of the Swing Line Lender and participation provisions applicable to Revolving Credit Commitments each L/C Issuer, and Revolving Credit Loans existing on the Incremental Facility Closing Date,
(G) Date all Swing Line Loans and Letters of Credit shall provide that any Incremental 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 constitute a separate Class be made conditional upon the maturity of one 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 more other Participating Revolving Credit Commitments) which have more than nine (9) different Maturity Dates unless otherwise agreed to by , 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; and
Agent (H) shall have an Applicable Rate determined by the Parent Borrower and 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 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 B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.99
Appears in 1 contract
Sources: Credit Agreement (Trinseo S.A.)
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Incremental Refinancing Revolving Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans (or constituting a part of) any Class of Revolving term [Valvoline - Credit CommitmentsAgreement] loans or revolving credit commitments, as applicable, each existing on the Incremental applicable Refinancing Facility Closing Date, shall be reasonably satisfactory to the Administrative Agent; provided that in the case of a Term A Loan Increaseconsistent with clauses (i) or (ii) below, a Term B Loan Increase or a Revolving Commitment Increase of any Class of Revolving Credit Commitmentsas applicable, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase otherwise shall be identical (other than with respect to upfront fees, OID or similar feestaken as a whole) no more favorable (as reasonably determined by the Borrower) to the Refinancing Lenders than those applicable Term A Loans, Term B Loans to such Class (taken as a whole) being refinanced (except for (1) covenants or Class other provisions applicable only to periods after the Latest Maturity Date (as of Revolving Credit Commitments being increased, in each case, as existing on the Incremental applicable Refinancing Facility Closing Date) and (2) pricing, fees, rate floors, optional prepayment or redemption terms), unless the Lenders under the existing Facilities are given the benefit of such terms and provisions. In any event:
(i) the Incremental The Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Revolving Credit Loans and the Term LoansRefinanced Debt,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans Refinanced Debt on the date of incurrence of such Incremental Term A Loans Refinancing Loans,
(except C) shall not be Guaranteed by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrence) any Person other than a Loan Party and (ii) with respect to Incremental Term B Loans, shall have not be borrowed by any Person other than a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B 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)Loan Party,
(D) shall not have an Applicable Rate anda 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 Parent Borrower and the applicable Incremental Term LendersAdministrative Agent, and
(EF) 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 mandatory prepayments of then existing Term A Loans hereunderunder Section 2.05, as specified in the applicable Incremental Refinancing Amendment.; and
(ii) the Incremental Refinancing Revolving Credit Commitments and Incremental Refinancing Revolving Loans:
(A) (I) shall rank pari passu in right of payment with the 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 Revolving Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent, [Valvoline - Credit Loans and the Term Loans,Agreement]
(B) shall not mature have a final scheduled maturity date earlier than than, or mandatory scheduled commitment reductions prior to, 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)Refinanced Debt,
(C) [Reserved]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 with all other then existing Revolving Credit Commitments,
(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 Refinancing 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 Refinancing Revolving Credit Loans with respect to, and termination or reduction of, Incremental Refinancing Revolving Credit Commitments after the associated Incremental Refinancing Facility Closing Date shall be made on a pro rata basis basis, or on a less than (but not greater than pro rata basis) pro rata basis, with all other Revolving Credit Commitments existing on the Incremental Facility Closing Daterevolving credit commitments under this Agreement, except that the Parent Borrower shall be permitted to permanently repay and terminate commitments Commitments in respect of any such Class of Refinancing Revolving Loans on a greater than a pro rata basis as compared to any other Class of revolving credit loans under this Agreement with a later maturity date Maturity Date than such ClassClass or in connection with any refinancing thereof permitted by this Agreement,
(F) shall provide that assignments and participations of Incremental Refinancing Revolving Credit Commitments and Incremental 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 Incremental Refinancing Facility Closing Date,
(G) shall provide that not be Guaranteed by any Incremental Revolving Credit Commitments may constitute Person other than a separate Class or ClassesLoan Party and shall not be borrowed by any Person other than a Loan Party, 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 not have an Applicable Rate determined by a greater principal amount of Commitments than the Parent Borrower 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 applicable Incremental extent permanently terminated at the time of incurrence of such Refinancing Revolving Credit Lenders.
(iii) Commitments plus the amortization schedule applicable amount of any tender premium or penalty or premium required 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 paid under Incremental Term B Commitments, 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 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 the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate Refinancing Revolving Credit Commitments or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B LoanRefinancing Revolving Loans.
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 Incremental Refinancing Revolving Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not substantially identical to the Term A Loans, Term B Loans or any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Refinancing Closing Date, shall be consistent with clauses (i) or
(i) below, as applicable, and otherwise shall be (taken as a whole) not materially more favorable (as reasonably satisfactory determined by the Borrower and conclusively evidenced by a certificate of the Borrower) to the Administrative AgentRefinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for
(1) covenants or other provisions applicable only to periods after the Maturity Date (as of the applicable Refinancing Closing Date) of such Class being refinanced, (2) pricing, fees, rate floors, optional prepayment, redemption terms and (3) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant); provided that in that, notwithstanding anything to the case of a Term A Loan Increasecontrary herein, a Term B Loan Increase or a Revolving Commitment Increase of if any Class of Revolving Credit Commitments, the such terms, provisions and documentation of the Refinancing Term Loans and 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 Term A Previously Absent Financial Maintenance Covenant shall be included for the benefit of each other Loan Increaseor Commitment of such Class (provided, Term B Loan Increase or however, that if (I) the applicable Refinanced Debt includes a revolving tranche and a Refinancing Revolving Commitment Increase shall is to be identical provided (whether or not the documentation therefor includes any other than with respect to upfront fees, OID or similar feesfacilities) to and (II) the applicable Term A Loans, Term B Loans or Class Previously Absent Financial Maintenance Covenant is a financial maintenance covenant solely for the benefit of Revolving Credit Commitments being increasedLoans thereunder, the Previously Absent Financial Maintenance Covenant shall not be required to be included in each case, as existing on this Agreement for the Incremental Facility Closing Datebenefit of any Term Loans hereunder). In any event:
(i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Closing Date, shall rank pari passu in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Revolving Credit Loans and the Term LoansRefinanced Debt,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans Refinanced Debt on the date of incurrence of such Incremental Term A Refinancing Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B Loans on the date of incurrence of such Incremental Term B Loans (except by virtue of amortization or prepayment of the Term B Loans Refinanced Debt prior to the time of such incurrence),
(DC) shall have an Applicable Rate Margin 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 Parent 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 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), except as expressly provided herein) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Refinancing Amendment., and
(iiF) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(AI) 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) the Refinancing Revolving Credit Loans Commitments and Refinancing Revolving Loans:
(A) (I) shall rank pari passu in right of payment with the Term LoansObligations 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 mature have a final scheduled maturity date earlier than than, or mandatory scheduled commitment reductions prior to, 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)Refinanced Debt,
(C) [Reserved]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) shall be subject to the provisions of Sections 2.03(m) and 2.04(gSection 2.3(c) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exists Incremental Refinancing 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 Refinancing Closing Date (and except as provided in Section 2.03(m) and Section 2.04(g2.3(c), 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) 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 Credit Loans with respect to, and termination or reduction of, Incremental Refinancing Revolving Credit Commitments after the associated Incremental Facility 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 Credit Commitments existing on the Incremental Facility Closing DateCommitments, except that the Parent Borrower shall be permitted to permanently repay and terminate commitments Commitments in respect of any such Class of Revolving Loans on a greater than a pro rata basis as compared to any other Class of Revolving Loans with a later maturity date Maturity Date than such ClassClass or in connection with any refinancing thereof permitted by this Agreement,
(F) shall provide that assignments and participations of Incremental Refinancing Revolving Credit Commitments and Incremental 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 Incremental Facility Refinancing Closing Date,
(G) shall provide that any Incremental Refinancing 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 Refinancing Closing Date; provided at no time shall there be Revolving Credit Commitments under a Revolving Credit Facility hereunder (including Incremental Refinancing Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than nine two (92) different Maturity Dates unless otherwise agreed to by the Administrative Agent; and,
(H) shall have an Applicable Rate Margin determined by the Parent Borrower and the applicable Incremental Refinancing Revolving Credit Lenders., and
(iiiI) 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 B Commitments, the All-In Yield applicable to such Incremental Term B Loans shall not be greater subject to any guarantee by any Person other than a Credit Party and shall not include any 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 the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B LoanBorrower hereunder.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Concordia International Corp.)
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Incremental Refinancing Revolving Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans (or constituting a part of) any Class of Revolving Credit Commitmentsterm loans or revolving credit commitments, as applicable, each existing on the Incremental applicable Refinancing Facility Closing Date, shall be consistent with clauses (i) or (ii) below, as applicable, and otherwise shall be (taken as a whole) no more favorable (as reasonably satisfactory to determined by the Borrower and the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the Refinancing Lenders than those applicable Term A Loans, Term B Loans to such Class (taken as a whole) being refinanced (except (a) to the extent (1) such terms are conformed (or Class added) in this Agreement for the benefit of Revolving Credit Commitments being increased, in each case, the Facilities pursuant to an amendment thereto subject solely to the reasonable satisfaction of the Administrative Agent and the Borrower or (2) such terms and conditions are applicable solely to periods after the Latest Maturity Date (as existing on of the Incremental applicable Refinancing Facility Closing Date) and (b) for pricing, fees, rate floors, optional prepayment or redemption terms), unless the Lenders under the existing Facilities are given the benefit of such terms and provisions. In any event:
(i) the Incremental The Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Revolving Credit Loans and the Term LoansRefinanced Debt,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans Refinanced Debt on the date of incurrence of such Incremental Term A Loans Refinancing Loans,
(except C) shall not be Guaranteed by virtue of amortization any Person other than a Loan Party and shall not be borrowed by any Person other than (i) Ashland, or prepayment of the Term A Loans prior to the time of such incurrence) and (ii) with respect to Incremental Term B Loansif the indebtedness that is being refinanced under this Section 2.17 is indebtedness of Ashland Netherlands, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B 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)Ashland Netherlands,
(D) shall not have an Applicable Rate anda 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-1 Loans, Term A-2 Loans, Term B 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 by the Collateral and ranks junior in right of security with the Obligations, 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 Parent Borrower and the applicable Incremental Term LendersAdministrative Agent, and
(EF) 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 mandatory prepayments of then existing Term A-1 Loans, Term A-2 Loans hereunderand Term B Loans under Section 2.05, as specified in the applicable Incremental Refinancing Amendment.; and
(ii) the Incremental Refinancing Revolving Credit Commitments and Incremental Refinancing Revolving Loans:
(A) (I) shall rank pari passu in right of payment with the 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 Revolving Credit Loans and Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to an intercreditor agreement on terms reasonably satisfactory to the Term LoansAdministrative Agent,
(B) shall not mature have a final scheduled maturity date earlier than than, or mandatory scheduled commitment reductions prior to, 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)Refinanced Debt,
(C) [Reserved]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 with all other then existing Revolving Credit Commitments,
(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 Refinancing 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 Refinancing Revolving Credit Loans with respect to, and termination or reduction of, Incremental Refinancing Revolving Credit Commitments after the associated Incremental Refinancing Facility Closing Date shall be made on a pro rata basis basis, or on a less than (but not greater than pro rata basis) pro rata basis, with all other Revolving Credit Commitments existing on the Incremental Facility Closing Daterevolving credit commitments under this Agreement, except that the Parent Borrower shall be permitted to permanently repay and terminate commitments Commitments in respect of any such Class of Refinancing Revolving Loans on a greater than a pro rata basis as compared to any other Class of revolving credit loans under this Agreement with a later maturity date Maturity Date than such ClassClass or in connection with any refinancing thereof permitted by this Agreement,
(F) shall provide that assignments and participations of Incremental Refinancing Revolving Credit Commitments and Incremental 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 Incremental Refinancing Facility Closing Date,
(G) shall provide that not be Guaranteed by any Incremental Revolving Credit Commitments may constitute Person other than a separate Class Loan Party and shall not be borrowed by any Person other than (i) Ashland, or Classes(ii) if the indebtedness being refinanced under this Section 2.17 is indebtedness of Ashland Netherlands, as the case may beAshland Netherlands, 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 not have an Applicable Rate determined by a greater principal amount of Commitments than the Parent Borrower 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 applicable Incremental extent permanently terminated at the time of incurrence of such Refinancing Revolving Credit Lenders.
(iii) Commitments plus the amortization schedule applicable amount of any tender premium or penalty or premium required 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 paid under Incremental Term B Commitments, 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 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 the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate Refinancing Revolving Credit Commitments or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B LoanRefinancing Revolving Loans.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the any Incremental Term Loans and Loan or any Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class Commitment shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Term Loans or Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to substantially consistent with the Term A LoansLoans existing on the Incremental Tranche Closing Date (as determined by the Borrower and conclusively evidenced by a certificate of the Borrower), Term B Loans or any Class of Revolving Credit Commitmentsshall be consistent with clauses (i) and (ii) below, as applicable, each existing on the Incremental Facility Closing Date, and otherwise shall be reasonably satisfactory to the Administrative Agent; provided Agent (in its capacity as such) (other than in respect of pricing, fees, rate floors, optional prepayment, redemption terms, amortization or maturity), it being understood that to the extent any Previously Absent Financial Maintenance Covenant is added for the benefit of any Incremental Loan or Incremental Commitment, no consent shall be required from the Administrative Agent or any existing Lender to the extent such Previously Absent Financial Maintenance Covenant is (A) also added for the benefit of the Term Loans or Revolving Commitments, as applicable, existing on the Incremental Tranche Closing Date (it being understood that a Previously Absent Financial Maintenance Covenant that is added solely for the benefit of any Incremental Revolving Commitments shall not be required to be added for the benefit of any Term Loans) or (B) only applicable after the Maturity Date of any Term Loan or Revolving Commitment, as applicable, existing on the Incremental Tranche Closing Date. Notwithstanding the foregoing, in the case of a Term A Loan Increase, a Term B Loan Increase or a Incremental Revolving Commitment Increase of any Class of Revolving Credit CommitmentsCommitment, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Incremental Revolving Commitment Increase shall be identical (other than with respect to underwriting, commitment or upfront fees, OID original issue discount or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:,
(i) the each Incremental Term LoansLoan or Incremental Term Commitment:
(A) shall will rank pari passu in right of payment and in right of security with the Revolving Credit other Loans and the Term Loans,or Commitments, as applicable, of such Class;
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Initial Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 (except by virtue of amortization or prepayment of the Initial Term A Loans prior to 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 Term B 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 Rate fees and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Parent Borrower and the applicable Incremental Term Lenders, ; and
(E) 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), 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 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 B Commitments, the All-In In-Yield applicable to any such Incremental Term B Loans shall not be greater than the applicable All-In In-Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term B Loans established on the Effective Date plus 50 basis points per annum annum, unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate Adjusted LIBOR or Base Rate floor) with respect to the such Initial Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In In-Yield under this Agreement on such Initial Term B Loans to equal the All-In In-Yield then applicable to the Incremental Term B Loans minus 50 basis pointspoints (with the All-In-Yield then applicable to the Revolving Loans also increased by like amount); provided that any increase in All-In In-Yield to such the Initial Term B Loan Loans due to the application of a Eurocurrency Rate an Adjusted LIBOR floor or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate Adjusted LIBOR floor or Base Rate floor applicable to the Initial Term Loans; and
(iii) there shall be no borrowers or guarantors in respect of such Incremental Term B LoanLoan or any Incremental Revolving Commitment that are not the Borrower or a Guarantor, and Incremental Term Loans and Incremental Revolving Commitments shall not be secured by assets other than Collateral (except pursuant to an escrow or similar arrangement with respect to the proceeds of such Incremental Term Loans or Incremental Revolving Commitments).
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Concordia International 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 as agreed between the Parent Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each Term Loans existing on the Incremental Facility Closing Date, shall be consistent with clause (i) below or otherwise reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A LoansLoans being increased, Term B Loans 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 with respect to upfront fees or Class of similar fees) to the 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) (I) shall rank pari passu 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 Revolving Credit Loans and the Term LoansObligations,
(B) (i) with respect to as of the Incremental Term A LoansAmendment Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date with respect to of the Term A Loans made on the Fourth Restatement Effective Date (prior or any Extended Term Loans as to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature earlier than the Maturity Date with respect to which the Term B A Loans made on were the Effective Date (prior to giving effect to any extensions thereof)Existing Term Loan Tranche,
(C) (i) with respect to as of the Incremental Term A LoansAmendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above above, final maturity and clause (e)(iii) below, amortization determined by the Parent 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, CHAR1\1970297v6
(E) shall have fees determined by the Borrower and the applicable Incremental Term Loan arranger(s), and
(EF) 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 LoansCommitments:
(A) (I) shall rank pari passu 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 Revolving Credit Loans and the Term LoansObligations,
(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)[reserved],
(C) [Reserved],
(D) shall be subject to on 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 Incremental Facility Closing 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 Revolving Credit 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 after giving effect to changes thereto on an earlier Maturity Date such Incremental Revolving Credit Commitments, provided, that in connection with respect to such election the Swing Line Loans Lender or the L/C Issuer may, in their sole discretion and Letters 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 theretofore incurred or issued)Sublimit so long as such increase does not exceed the amount of the additional Revolving Credit Commitments,
(D) [reserved],
(E) shall provide that the permanent repayment of Revolving Credit Loans with respect to[reserved], 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,and
(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 fees determined by the Parent Borrower and the applicable Incremental Revolving Credit LendersCommitment arranger(s).
(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 B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
Appears in 1 contract
Sources: 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 Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between among the Parent 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 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, shall be reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any eventthat:
(i) the Incremental Term Loans:
(A) the terms and conditions of any Incremental Commitments with respect to a Revolving Commitment Increase and the Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and the Revolving Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Revolving Loans; provided that the Borrower, at its election, may pay upfront, closing or other fees with respect to the establishment of such Incremental Commitments without paying such fees with respect to the other Revolving Commitments; and (B) the terms of any Term Loans made pursuant to a Term Loan Increase shall be identical to those of the Term Loans of the applicable existing Class (other than any differences in original issue discount or upfront fees or scheduled amortization if not affecting, or is required to preserve, the fungibility thereof for U.S. federal income tax purposes), and shall be treated as a single Class with such Term Loans of the applicable existing Class, it being understood that the scheduled amortization installments set forth in the applicable subsection of Section 2.07 with respect to the Term Loans of the applicable existing Class may be increased to reflect scheduled amortization of the Term Loans made pursuant to such Term Loan Increase; and
(ii) in the case of any Incremental Term Loans not made pursuant to a Term Loan Increase, (A) such Incremental Term Loans shall rank pari passu in right of payment and and, if applicable, of security with the Revolving Credit then-existing Term Loans and shall have no obligors other than the Term Loans,
Loan Parties, (B) (i) with respect to such Incremental Term A Loans, Loans shall not mature earlier than have final scheduled maturity date prior to the then-latest Maturity Date with respect of any then-existing Term Loans (or, if no Term Loans are then outstanding, prior to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B LoansRevolving Maturity Date), 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 such Incremental Term A Loans, Loans shall have a Weighted Average Life to Maturity that is not shorter than the then-remaining Weighted Average Life to Maturity of any then-existing Term Loans, it being understood that, subject to this clause (C), the amortization schedule applicable to (and the effect thereon of any prepayments of) such Incremental Term A Loans shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans and (D) except for the terms referred to above and except with respect to “effective yield” and components thereof, including interest, fees and premiums, (1) the other terms of such Incremental Term Loans shall be identical to those applicable to any Class of Term Loans existing as of the Restatement Effective Date (other than such terms that are applicable only to periods after the then-latest Maturity Date for Term Loans in effect on the date of the incurrence of such Incremental Term A Loans Loans) or (except by virtue of amortization or prepayment of the Term A Loans prior to the time of 2) any 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 Term B Loans on the date of incurrence other terms of such Incremental Term B Loans that are more favorable to the Lenders thereof than those contained in this Agreement and the other Loan Documents shall be conformed (or added) to this Agreement or the applicable other Loan Documents for the benefit of all the Lenders; provided that any such Incremental Term Loans may contain mandatory prepayment requirements that are not applicable to the Revolving Commitments or Revolving Loans (except by virtue it being understood, however, that for so long as any Class of amortization or prepayment of the Term B Loans prior are outstanding, such Term Loans shall be entitled to the time of participate in any such incurrence),
(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 Parent Borrower and the applicable Incremental Term Lenders, and
(E) may participate mandatory prepayments 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 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 B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Concentrix 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 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 identical to the Term Loans or, Tranche A Loans, Term Revolving Credit Commitments or Tranche B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of 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 pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such 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 then-existing Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate andRate, 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 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 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 the Latest Maturity Date with respect to the of any Revolving Credit Facilities established on Loans outstanding at the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)time of incurrence of such Incremental Revolving Credit Commitments,
(C) [Reserved]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) 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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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 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 better 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,, and
(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) three 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 LendersDates.
(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 B Commitments or Incremental Revolving Credit Commitments, the All-In Yield applicable to such Incremental Term B 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 the Term Loans or, Tranche A Revolving Credit Loans or Tranche B Loans established on the Effective Date Revolving Credit Loans, as applicable, plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term Loans or, Tranche A Revolving Credit LoanLoans or Tranche B Loans established on the Effective Date Revolving Credit Loans, as applicable, is increased so as to cause the then applicable All-In Yield under this Agreement on such each outstanding Class of Term Loans or, Tranche A Revolving Credit Loans or Tranche B Loans Revolving Credit Loans, as applicable to equal the All-In Yield then applicable to the Incremental Term B Loans or Incremental Revolving Loans, as applicable, minus 50 basis points; provided that any increase in All-In Yield to such any existing Term Loan or, Tranche A Revolving Credit LoanLoans or Tranche B Loan Revolving Credit Loans due to the application of a Eurocurrency Rate or Base Rate floor on any Incremental Term B 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 such existing Term Loan or, Tranche A Revolving Credit FacilityLoans or Tranche B LoanRevolving Credit Loans, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Change Healthcare 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 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 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, shall be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent; provided Agent or any of the Lenders to the extent that in such financial maintenance covenant is also added for the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase benefit 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as corresponding existing on the Incremental Facility Closing DateFacility). In any event:
(i) the Incremental Term Loans:
(A) shall (x) rank pari passu in right of payment and of security with the Revolving Credit Term Loans and (y) have no obligors other than the Term LoansLoan Parties,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such 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 then-existing Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate andRate, 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 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 B Loan Commitments, 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 B Loans established on the Effective Date Loans, plus 50 25 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such each outstanding Class of Term B Loans Loans, to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 25 basis points; provided further that any increase in All-In Yield to such any existing Term B Loan due to the application of a Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any the Eurocurrency Rate or Base Rate floor applicable to such existing Term B Loan.
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Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing 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 Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, Loans each existing on the Incremental Refinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) the Incremental Term Refinancing Loans:
(A) shall rank pari passu in right as of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A LoansRefinancing Facility Closing Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date with respect to of the Term A Loans made on Refinanced Debt;
(B) as of the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B LoansRefinancing Facility Closing Date, 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 Term A Loans on the date of incurrence of such Incremental Term A Loans Refinanced Debt;
(except by virtue of amortization C) any Permitted Junior Secured Refinancing Debt or prepayment of the Term A Loans prior to the time of such incurrence) and (ii) with respect to Incremental Term B Loans, Permitted Unsecured Refinancing Debt shall have a Weighted Average Life to final maturity date which is no earlier than ninety-one (91) days after the Latest Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B 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),Date then existing;
(D) shall have an Applicable Margin and Adjusted LIBO Rate andor 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 Parent Borrower and the applicable Incremental Term Refinancing Lenders, and;
(E) shall have fees determined by the 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 basis, basis (except as expressly provided herein) in respect of any mandatory voluntary prepayments of Term any Class of 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 than any other Classes of Loans)) in any voluntary or mandatory prepayments of Loans hereunder, or if junior in right of security, shall be on a junior basis 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 Datethereto,
(G) shall provide 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; Table of Contents (H) (I) shall rank pari passu or junior in right of payment with the Obligations under the initial Loans that any Incremental Revolving Credit Commitments are senior in right of payment and (II) shall be secured by the Collateral and shall rank pari passu (which may constitute be in the form of notes and loans limited to being unsecured or secured solely on a separate Class junior lien basis) or Classesjunior 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 agreement, as agreed by the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement reasonably satisfactory 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 Borrower and any original Revolving Credit Commitments) which have more than nine (9) different Maturity Dates unless otherwise agreed to by the Administrative Agent); and
(HI) may include any Previously Absent Financial Covenant so long as the Administrative Agent shall have an Applicable Rate determined by been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Covenant for 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 benefit 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 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 made under Incremental Term B CommitmentsClass of term loans), the All-In Yield applicable Previously Absent Financial Covenant shall only be required to such Incremental Term B Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of included in this Agreement as amended through for the date benefit of such calculation with respect to the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B LoanRevolving Loans.
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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 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, shall be reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of 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 pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrence) and (ii) with respect to Incremental Term B B-1 Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B 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 Rate andRate, 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 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) 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 or provide for mandatory commitment reductions earlier than the Latest Maturity Date with respect to the of any Revolving Credit Facilities established on Commitments outstanding at the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)time of incurrence of such Incremental Revolving Credit Commitments,
(C) [Reserved]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) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date 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 better 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 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,, and
(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 Credit 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 Incremental Term Loans secured by the Collateral on a pari passu basis with the Term B-1 Loans made under on or prior to the date that is 6 months after the Amendment No. 5 Effective Date (other than any Incremental Term B CommitmentsLoans (A) incurred under clause (A) or (B) of the Available Incremental Amount, (B) incurred in connection with a permitted acquisition or Investment, (C) that matures on or after the date that is twelve months after the maturity date of the Term B-1 Loans, (D) is denominated in a currency other than U.S. Dollars or (5) in the form of a customary bridge facility), 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 B Loans established on the Effective Date plus 50 of any Class by more than 100 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 Term SOFR Rate or Base Rate floor) with respect to the each such Class of Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 increased by the applicable to such Term B LoanYield Differential.
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Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Incremental Refinancing Revolving Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and and, except as otherwise set forth herein, to the extent not substantially identical to the Term A Loans, Term B Loans or any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Refinancing Closing Date, shall be consistent with clauses (i) or (ii) below, as applicable, and otherwise shall be (taken as a whole) not materially more favorable (as reasonably satisfactory determined by the Borrower and conclusively evidenced by a certificate of an Authorized Officer of the Borrower) to the Administrative AgentRefinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants or other provisions applicable only to periods after the Maturity Date (as of the applicable Refinancing Closing Date) of such Class being refinanced, (2) pricing, fees, rate floors, optional prepayment, redemption terms and (3) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant); provided that in that, notwithstanding anything to the case of a Term A Loan Increasecontrary herein, a Term B Loan Increase or a Revolving Commitment Increase of if any Class of Revolving Credit Commitments, the such terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, contain a Previously Absent Financial Maintenance Covenant, such Term A Previously Absent Financial Maintenance Covenant shall be included for the benefit of each other Loan Increaseor Commitment of such Class (provided, Term B Loan Increase or however, that if (I) the applicable Refinanced Debt includes a revolving tranche and a Refinancing Revolving Commitment Increase shall is to be identical provided (whether or not the documentation therefor includes any other than with respect to upfront fees, OID or similar feesfacilities) to and (II) the applicable Term A Loans, Term B Loans or Class Previously Absent Financial Maintenance Covenant is a financial maintenance covenant solely for the benefit of Revolving Credit Commitments being increasedLoans thereunder, the Previously Absent Financial Maintenance Covenant shall not be required to be included in each case, as existing on this Agreement for the Incremental Facility Closing Datebenefit of any Term Loans hereunder). In any event:
(i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Closing Date, shall rank pari passu in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Revolving Credit Loans and the Term LoansRefinanced Debt,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans Refinanced Debt on the date of incurrence of such Incremental Term A Refinancing Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B Loans on the date of incurrence of such Incremental Term B Loans (except by virtue of amortization or prepayment of the Term B Loans Refinanced Debt prior to the time of such incurrence),
(DC) shall have an Applicable Rate Margin 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 Parent 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 case of any Refinancing Term Loans secured on a pari passu basis with the Initial Tranche A Term Loans and the Initial Tranche B Term Loans, may provide for the ability to participate on a pro rata basis basis, or on a less than pro rata basis basis, (but not on a greater than pro rata basisbasis unless (i) such Refinancing Term Loans were made pursuant to an escrow or other similar arrangement and (ii) such greater than pro rata basis only relates to the proceeds placed in escrow or such other arrangement), except as expressly provided herein) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Refinancing Amendment., and
(F) 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 (except if such Refinancing Term Loans were made pursuant to an escrow or similar arrangement solely with respect to proceeds of such Refinancing Term Loans plus any other cash or Cash Equivalents deposited to cover interest, fees or premium which may be payable upon the termination of such escrow or other arrangement) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured; and
(ii) the Incremental Refinancing Revolving Credit Commitments and Incremental Refinancing Revolving Loans:
(A) (I) shall rank pari passu in right of payment with the 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 (except if such Refinancing Revolving Commitments were made pursuant to an escrow or similar arrangement solely with respect to proceeds of such Refinancing Revolving Commitments and Refinancing Revolving Loans plus any other cash or Cash Equivalents deposited to cover interest, fees or premium which may be payable upon the termination of such escrow or other arrangement)) and shall rank pari passu or junior in right of security with the Revolving Credit Loans and the Term LoansObligations or (y) unsecured,
(B) shall not mature have a final scheduled maturity date earlier than than, or mandatory scheduled commitment reductions prior to, 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)Refinanced Debt,
(C) [Reserved]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) shall be subject to the provisions of Sections 2.03(m) and 2.04(gSection 2.3(c) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exists Incremental Refinancing 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 Refinancing Closing Date (and except as provided in Section 2.03(m) and Section 2.04(g2.3(c), 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) 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 Credit Loans with respect to, and termination or reduction of, Incremental Refinancing Revolving Credit Commitments after the associated Incremental Facility 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 Credit Commitments existing on the Incremental Facility Closing DateCommitments, except that the Parent Borrower shall be permitted to permanently repay and terminate commitments Commitments in respect of any such Class of Revolving Loans on a greater than a pro rata basis as compared to any other Class of Revolving Loans with a later maturity date Maturity Date than such ClassClass or in connection with any refinancing thereof permitted by this Agreement,
(F) shall provide that assignments and participations of Incremental Refinancing Revolving Credit Commitments and Incremental 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 Incremental Facility Refinancing Closing Date,
(G) shall provide that any Incremental Refinancing 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 Refinancing Closing Date; provided at no time shall there be Revolving Credit Commitments under a Revolving Credit Facility hereunder (including Incremental Refinancing Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than nine (9) three different Maturity Dates unless otherwise agreed to by the Administrative Agent; and,
(H) shall have an Applicable Rate Margin determined by the Parent Borrower and the applicable Incremental Refinancing Revolving Credit Lenders., and
(iiiI) 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 B Commitments, the All-In Yield applicable to such Incremental Term B Loans shall not be greater subject to any guarantee by any Person other than a Credit Party and shall not include any 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 the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B LoanBorrower hereunder.
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 and any Loan Increase shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, Commitments and except as otherwise set forth herein, to the extent not identical to consistent with the Closing Date Term A Loans, Term B Loans or any Class of Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (A) be reasonably satisfactory to the Required Lenders, (B) be not materially 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 each case under this clause (B), with respect to (x) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period after the Latest Maturity Date of the Closing Date Term Loans or Closing Date Revolving Facility, as 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 (y) a Previously Absent Financial Maintenance Covenant (so long as, (i) to the extent that any such 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 (C) contain such terms, provisions and documentation as are reasonably satisfactory to the Administrative AgentAgent and the Specified Representative (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 term or provision is added for the benefit of (i) the Lenders of Incremental Term Loans or Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent 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 Term Loans and the Delayed Draw Term Loan Facility or (ii) the Lenders under Incremental Revolving Commitments, no consent shall be 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 Agent 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 A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase of any Class of Revolving Credit CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B 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 A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateDate (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 Revolving Credit Loans First Lien Obligations under this Agreement and shall be subject to the Term Loansapplicable Intercreditor Agreement or other intercreditor arrangements reasonably satisfactory to the Administrative Agent or (B) be unsecured, in each case as applicable pursuant to Section 2.14(4)(c) above,
(Bii) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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)Date,
(Ciii) (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 Closing Date Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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),
(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 Parent Borrower and the applicable Incremental Term Lenders; provided, andthat 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,
(EA) 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 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 greater than pro rata basis, except as expressly provided herein) less than a pro rata basis or greater than a pro rata basis in any mandatory voluntary 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 Credit Commitments and Incremental Revolving Loans:
(AI) 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 Revolving Credit Loans First Lien Obligations under this Agreement and shall be subject to the Term Loansapplicable 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,
(Bii) shall not mature earlier than the Original Revolving Facility Maturity Date 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 Credit Facilities established Commitments existing on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)such Incremental Facility Closing Date,
(Civ) [Reserved],
(D) shall be subject to the provisions of Sections 2.03(mSection 2.03(12) and 2.04(g2.04(7) to the extent dealing in connection with Swing Line Loans and Letters of Credit and Swing Line Loans, respectively, which mature or expire after a Maturity Date when there exists at any time Incremental Revolving Credit Commitments with a longer later Maturity DateDate are outstanding, shall provide that all Letters of Credit and Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders each Lender with Commitments a Revolving Commitment in accordance with their its percentage of the U.S. Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(mSections 2.03(12) and Section 2.04(g2.04(7), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit and Swing Line Loans and Letters of Credit theretofore incurred or issued),
(Ev) shall provide that the permanent repayment of Revolving Credit Loans in connection with respect to, and a termination of, of Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall may 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 or less than a pro rata basis (or greater than a pro rata basis 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 Class Revolving Commitments with a later maturity date than such ClassIncremental Revolving Commitments), in each case, with all other Revolving Commitments existing on such Incremental Facility Closing Date,
(Fvi) 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,
(Gvii) 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 four (94) different Maturity Dates unless otherwise agreed to by the Administrative Revolver Agent; and,
(Hviii) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit 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.
(iiic) the amortization schedule applicable to any Incremental Term Loans Applicable Rate and the All-In Yield fees applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Parent 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 B CommitmentsLoan that (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), the All-In Yield applicable to such Incremental Term B 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 the Closing Date Term B Loans established on the Effective Date Loans, plus 50 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Rate Adjusted Term SOFR or Base Rate floor) with respect to the Closing Date Term B Loans established on the Effective Date and Delayed Draw Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on such the Closing Date Term B Loans and Delayed Draw Term Loans to equal the All-In Yield then applicable to the Incremental Term B Loans Loans, minus 50 basis points; provided points per annum (it being understood and agreed that any increase in All-In Yield to such on the Closing Date Term B Loan Loans and Delayed Draw Term Loans due to the application of a Eurocurrency Rate an Adjusted Term SOFR or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate the Adjusted Term SOFR or Base Rate floor applicable to such Term B Loan.Closin
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 Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments. Notwithstanding the foregoing, and in the case of any Incremental Loans or Incremental Commitments, except as otherwise set forth herein, to the extent such terms and provisions are not identical to the Term A Loans, Term B Loans or terms and provisions of any Class of Revolving Credit Commitments, as applicable, each Term Loans existing on the Incremental Facility Closing Date, such terms and provisions shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise (a) if more favorable to the existing Term Lenders under the applicable Class of Term Loans, conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment for the benefit of the Term Lenders, (b) applicable only to periods after the Latest Maturity Date with respect to existing Term Loans as of the Incremental Amendment Date or (c) reasonably satisfactory to the Administrative 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 (other than the Incremental Amendment evidencing such increase) of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase shall be (subject to any conforming changes pursuant to clause (a) above) identical (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments Term Loans 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 Term Loans that are senior in right of payment and (II) shall be secured solely by the Collateral and shall rank pari passu or junior in right of security with the Revolving Credit Obligations under Term Loans that are secured on a first lien basis by the Term Priority Collateral (and subject to a Subordination Agreement (if subject to payment subordination) and/or a Second 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 arrangement reasonably satisfactory to the Borrower and the Term Loans,Administrative Agent);
(B) (i) with respect to as of the Incremental Term A LoansAmendment Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature earlier than the Maturity Date with respect to of the Term B Loans made on or any Extended Term Loans as to which the Effective Date Term B Loans were the Existing Term Loan Tranche (prior to giving effect to other than in the case of any extensions thereofPermitted Earlier Maturity Debt),;
(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 as of the Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrence) and (ii) with respect to Incremental Term B LoansAmendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B Loans on (other than in the date case 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 incurrenceany Permitted Earlier Maturity Debt),;
(D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Parent Borrower and the applicable Incremental Lenders; provided the Applicable Rate and amortization for a Term LendersLoan 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) shall have fees or other amounts as determined by the Borrower and the applicable Incremental Lenders or arranger(s) and/or lender(s);
(F) shall not be guaranteed by any Person that is not otherwise a Guarantor; and
(G) (I) may participate on 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) (x) in the case of Incremental Loans that rank junior in right of payment or junior in right of security, in each case, with the Obligations under Term Loans that are senior in right of payment or secured on a first lien basis, shall participate on a less than pro rata basis in any mandatory prepayments of Term Loans hereunder and (y) in the case of Incremental Loans that rank pari passu in right of payment and security with the Obligations under Term Loans that are secured on a first lien basis, may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis, basis (except as expressly provided hereinfor prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y)) in any mandatory prepayments of such 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 Incremental Lenders and/or arranger(s) and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Loans made under (provided that the Borrower may, at its election, exclude up to $75,000,000 in aggregate principal amount of Incremental Loans from the application of the following provisions of this clause (e)(iii)) incurred on or prior to the 12-month anniversary of the Closing Date that are denominated in Dollars, that are pari passu in right of payment and security with the Term B CommitmentsLoans and that have a Maturity Date prior to the date that is 24 months after the Maturity Date of the Term B Loans, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate All-In Yield (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then then-applicable All-In Yield under this Agreement on such the Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided provided, further, that any increase in All-In Yield to such any Term B Loan due to the application or imposition of a Eurocurrency Rate or Base Rate floor 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 such Term B Loan. For the avoidance of doubt, the “MFN” payment provisions in the first proviso of clause (iii) above in respect of the Term B Loans shall not apply to any Incremental Loan requested in Canadian Dollars. Without limiting the obligations of the Borrower provided for in this Section 2.14, the Administrative Agent and the Lenders agree that they will use their commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 3.05 that would otherwise be incurred in connection with any Incremental Loan.
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 (A) as agreed between the Parent Borrower Representative and the applicable Incremental Lenders providing such Incremental Commitments, Commitments and except as otherwise set forth herein, (B) to the extent not identical to consistent with the Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise (a) if materially more favorable (taken as a whole) to the Incremental Lenders , conformed (or added) in the Credit Documents pursuant to the related Incremental Amendment, (x) in the 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 and Incremental Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders in respect of the Class being increased, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Facility Closing Date or (c) reasonably satisfactory to the Administrative 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 CommitmentsIncrease, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) 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 applicable Class of Term A Loans, Term B Loans or Class of 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) (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 Revolving Credit Loans and Obligations under the Initial Term Loans,
, (B) (i) with respect to as of the Incremental Term A LoansFacility Closing Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date with respect to of the Initial Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature or earlier than 91 days after the Maturity Date with respect of such Initial Term Loans in the case of any Incremental Term Loans that are unsecured or junior in right of payment or security to such Initial Term Loans); provided that the Term B Loans made on the Effective Date requirements set forth in this clause (prior to giving effect i)(B) shall not apply to any extensions thereof),
Incremental Term Loans (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 requirements set forth in this clause (i)(B) or (y) for which the Inside Maturity Basket is utilized; (C) (i) with respect to as of the Incremental Term A LoansFacility Closing Date, 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 Loans; provided that the date of incurrence of such requirements set forth in this clause (i)(C) shall not apply to any Incremental Term A Loans (except x) consisting of NAI-1539971432v8 104 AMERICAS 126787728 a customary bridge facility, so long as such customary bridge by virtue of amortization its terms will automatically be converted into, or prepayment of exchanged for long-term Indebtedness that satisfies the Term A Loans prior to requirements set forth in this clause (i)(C) or (y) for which the time of such incurrence) and (ii) with respect to Incremental Term B Loans, shall have a Weighted Average Life to Inside Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B 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),
Basket is utilized; (D) shall have an Applicable Rate andMargin, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Parent 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)), and
(E) may participate 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 pro rata 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 (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.
pursuant to Section 2.12 and 2.13; (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
: (A) shall rank pari passu in right the case of payment a Revolving Commitment Increase, will be subject to terms (including maturity date and of security with interest rates but excluding upfront fees and other similar amounts) identical to those applicable to the Revolving Credit Loans and the Term Loans,
Commitments being increased, (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 included as additional Participating Revolving Credit Commitments with a longer Maturity Dateunder 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 with Commitments in accordance with their percentage of the U.S. Participating 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 after giving effect to changes thereto on an earlier Maturity Date with respect to such Incremental Amendment (it being understood that the Swing Line Loans Lender or the Issuing Banks may, in their sole discretion and Letters 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 theretofore incurred or issuedSublimit so long as such increase does not exceed the amount of the additional Participating Revolving Credit Commitments),
, (EC) (1) shall provide that the permanent repayment of Revolving Credit Loans with respect to, and termination of, have upfront fees and/or other similar fees payable to each 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 Lender in respect 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 each 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 Commitment separately agreed to by the Administrative Agent; and
(H) shall have an Applicable Rate determined by the Parent Borrower Representative and the applicable each such Incremental Revolving Credit Lenders.
Lender providing such Incremental Revolving Credit Commitment and (iii2) 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 B Commitments, the All-In Yield applicable to such Incremental Term B Loans shall not be greater than the applicable All-In Yield payable incurred pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicablex) any Eurocurrency Rate or Base Rate floor applicable Revolving Commitment Increase shall have the same Applicable Margin and unutilized commitment fee as the Facility to which such Term B Loan.Revolving Commitment Increase is being added and (y) any Incremental
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Priority Technology 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 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 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, shall be consistent with clauses (i) through (iiiiv) below, as applicable, and otherwise as reasonably satisfactory to Administrative Agent (but in no event shall any such Incremental Facility have covenants and defaults materially more restrictive (taken as a whole) than those under this Agreement except for covenants and defaults applicable only to periods after the Administrative AgentLatest Maturity Date at the time of such Incremental Facility Closing Date); 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 CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID original issue discount or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:: 55738387_110
(i) the Incremental Term A 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 LoansLoans (and, if applicable, shall be subject to a Second Lien Intercreditor Agreement),
(B) (i) with respect to as of the Incremental Term A LoansFacility Closing Date, shall not mature have a Maturity Date earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature earlier than thereof occurring after the Maturity Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereofDate),
(C) (i) with respect to 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 A Loans, Loans shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term A Loans (as originally in effect prior to any amortization or prepayments thereto) on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 have, subject to clause (e)(iv) below, an Applicable Rate 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 A Lenders, and,
(E) shall have fees determined by the Borrower and the applicable Incremental Term A 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 (or, except as expressly provided hereinif junior in right of security, shall be on a junior basis with respect thereto)) in any voluntary or mandatory prepayments of principal of Term A Loans hereunder, as specified in the applicable Incremental Amendment., including, for the avoidance of doubt, on a less than pro rata basis permitting the Borrower to repay any earlier maturing Term A Loans prior to the repayment of the applicable Incremental Term Loans, and
(G) 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 RevolvingTerm B 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 LoansLoans (and, if applicable, be subject to a Second Lien Intercreditor Agreement),
(B) shall not mature earlier than provide that the Maturity Date with respect to the Revolving Credit Facilities established borrowing, prepayments and repayment (except for (1) payments of interest and fees at different rates 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 (and related outstandings), (2) repayments required upon the 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 Date 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 (3) repayment made in connection with a permanent repayment and participation provisions applicable termination of commitments (subject 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 B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.clause 55738387_110
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 Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of then-existing Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise shall be reasonably satisfactory to the Administrative AgentAgent (except to the extent such terms are (a) conformed (or added) in the Credit Documents pursuant to the related Incremental Amendment for the benefit of all Lenders, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date or (c) current market terms for such type of Indebtedness (as determined in good faith by the Borrower)); provided that (x) in the case of a an Incremental Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase of any Class of Revolving Credit CommitmentsIncrease, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Incremental 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 applicable any then-existing Term A Loans, Term B Loans Loan Facility or Class of Revolving Credit Commitments being increasedFacility, as applicable, in each case, as existing on the Incremental Facility Closing DateDate (after giving effect to Section 2.18(e)) and (y) if such terms are more restrictive than the terms of any then-existing Term Loan Facility or Revolving Credit Facility, as the case may be, such more restrictive terms shall be conformed (or added) to the Credit Documents for the benefit of the then-existing Facilities. In any event:
: (i) the Incremental Term Loans:
: (A) (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, (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 subject to a Subordination Agreement (if subject to payment subordination) and/or a Junior 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 satisfactory to the Borrower and the Term Loans,Administrative Agent) and (III) shall be guaranteed by the Guarantors; 104 1010279941v18
(B) (i) with respect to as of the Incremental Term A LoansAmendment Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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),
Revolving Termination Date; (C) (iI) with respect to as of the Incremental Term A LoansAmendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity any then-existing Class of the Term A Loans on the date of incurrence of such Incremental Term A Loans and (except by virtue of amortization or prepayment of the Term A Loans prior II) subject to the time of such incurrence) and (ii) with respect to Incremental Term B Loansforegoing, shall have a Weighted Average Life to Maturity not shorter than an amortization schedule as determined by the remaining Weighted Average Life to Maturity of Borrower and the Term B Loans on the date of incurrence of such applicable Incremental Term B Loans (except by virtue of amortization or prepayment of the Term B Loans prior to the time of such incurrenceLoan arranger(s),
; (D) shall have an Applicable Rate andall-in-yield (whether in the form of interest rate margin, subject to clauses (e)(i)(BOID or otherwise) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent Borrower and the applicable Incremental Term Lenders, and
; provided that the Applicable Percentage and amortization for an Incremental Term Loan Increase shall be (I) the Applicable Percentage and amortization for the Class being increased or (II) higher than the Applicable Percentage for the Class being increased as long as the Applicable Percentage for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency; (E) shall have fees determined by the Borrower and the applicable Incremental Term Loan arranger(s); and (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 any then-existing Class of Term Loans and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis, basis (except as expressly provided hereinfor 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 mandatory prepayments of any existing Class of Term Loans hereunder, as specified in the applicable Incremental Amendment.
; (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
: (A) (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, (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Revolving Credit Obligations under Term 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 that are secured on a first lien basis (and subject to a Subordination Agreement (if subject to payment subordination) and/or a Junior Lien Intercreditor Agreement (if subject to lien subordination) (or, alternatively, terms in the Incremental Facility Closing Date,
(G) shall provide that any Incremental Revolving Credit Commitments may constitute a separate Class or ClassesAmendment substantially similar to those in such applicable agreement, as agreed by the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior Borrower and Administrative Agent) or other lien subordination and intercreditor arrangements reasonably satisfactory 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 Borrower and any original Revolving Credit Commitments) which have more than nine (9) different Maturity Dates unless otherwise agreed to by the Administrative Agent; and
) and (HIII) shall have an Applicable Rate determined be guaranteed 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 AmendmentGuarantors; provided, however, that with respect to any Loans made under Incremental Term B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.105 1010279941v18
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Incremental Refinancing Revolving Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Revolving Credit Loans and the Term LoansRefinanced Debt,
(B) (i) with respect to Incremental Term A Loansas of the Refinancing Facility Closing Date, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans on the date of incurrence of such Incremental Term A Loans Refinanced Debt,
(except by virtue of amortization C) shall have an Applicable Rate and Eurocurrency Rate or prepayment of the Term A Loans prior Base Rate floor (if any), and subject to the time of such incurrenceclauses (e)(i)(A) and (iie)(i)(B) with respect to Incremental above, amortization determined by the Borrower and the applicable Refinancing Term B Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B 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)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 Parent Borrower and the applicable Incremental Refinancing Term Lenders, andLoan arranger(s),
(E) may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis, basis (except as expressly provided hereinfor 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 in the applicable Incremental Amendment.
(ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(A) shall rank pari passu or if junior in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) security, shall not mature earlier than the Maturity Date be on a junior basis 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 Classthereto,
(F) shall provide 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 assignments are senior in right of payment and participations (II) shall be secured by the Collateral and shall rank pari passu or junior in right of Incremental 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 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) the Refinancing Revolving Credit Commitments and Incremental 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 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 B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.Loans:
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 and any Loan Increase 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 identical to the Term A Loans, Term B Loans or, Closing Date Revolving Facility or any Class of 2020 Extended Revolving Credit CommitmentsFacility, as applicable, each existing on the Incremental Facility Closing Date, shall either, at the 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 in good faith), (B) be not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Term B Loans or, Closing Date Revolving Facility or 2020 Extended Revolving Facility, as applicable, except with respect to (x) covenants and other terms applicable to any period after the 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 herein, if any such 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 or (C) if neither clause (A) or (B) are satisfied, such terms, provisions and documentation shall be reasonably satisfactory to the Administrative AgentAgent (it being understood that, at Borrower’s election, to the extent any term or provision is added for the benefit of (x) the Lenders of Incremental Term Loans, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added (or the features of such term are provided) for the benefit of the Lenders of the Term B Loans or (y) the Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added (or the features of such term are provided) for the benefit of the Lenders of the Closing Date Revolving Facility); provided provided, further, 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 CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B 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 A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateDate (provided that if such Incremental Term Loans are to be “fungible” with the Term B USD Loans or Term B Euro Loans, as applicable, 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 ensure that the Incremental Term Loans will be “fungible” with the Term B USD Loans or Term B Euro Loans, as applicable). In any event:
(ia) the Incremental Term Loans:
(Ai) (x) shall rank pari passu 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 Revolving Credit Loans and First Lien Obligations under this Agreement (subject to the Term Loansapplicable Intercreditor Agreement) or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above,
(Bii) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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)Date,
(Ciii) (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 Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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)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 Parent 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 Dollars, Euros 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 Term Lenders, and
(Evii) may participate on a pro rata basis or less shall not at any time be guaranteed by any Subsidiary of the Borrower other than pro rata basis (but not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental AmendmentSubsidiaries that are Guarantors.
(iib) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(Ai) (x) shall rank pari passu 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 Revolving Credit Loans and the Term LoansFirst Lien Obligations under this Agreement or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above,
(Bii) shall not mature earlier than the Original Revolving Facility Maturity Date with respect Date, and shall not be subject to the Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)amortization,
(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),
(Eiii) 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 Credit Loans with respect to, and termination of, to Incremental Revolving Credit 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 DateDate (and except as provided in Section 2.03(13), except 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 Parent Borrower shall permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be permitted to permanently repay and terminate commitments of any such Class made on a pro rata basis or less than a pro rata basis or greater than a pro rata basis as compared to any basis, in each case, with all other Class with a later maturity date than Revolving Commitments existing on such ClassIncremental Facility Closing Date,
(Fvi) 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,
(Gvii) 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 four (94) different Maturity Dates unless otherwise agreed to by the Administrative Agent; and,
(Hviii) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit 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 and
(x) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors.
(iiic) 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 Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that (i) with respect to any Loans made under syndicated Dollar-denominated Class of Incremental Term B CommitmentsLoans 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), 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 B Loans established on the Effective Date USD Loans, plus 50 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Eurodollar Rate or Base Rate floor) with respect to the Term B USD Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such the Term B USD Loans to equal the All-In Yield then applicable to the Incremental Term B Loans Loans, minus 50 basis pointspoints per annum; provided that any increase in All-In Yield to such on the Term B Loan USD Loans due to the application of a Eurocurrency Eurodollar Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency the Eurodollar Rate or Base Rate floor applicable to such Term B LoanUSD Loans and (ii) with respect to any syndicated Euro-denominated Class of Incremental Term Loans 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), 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 Euro Loans, plus 50 basis points per annum unless the Applicable Rate (together with, as provided in the proviso below, the EURIBOR Rate floor) with respect to the Term B Euro Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Term B Euro Loans to equal the All-In Yield then applicable to the Incremental Term Loans, minus 50 basis points per annum; provided that any increase in All-In Yield on the Term B Euro Loans due to the application of a EURIBOR Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the EURIBOR Rate floor applicable to such Term B Euro Loans.
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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 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 identical to affecting the Term A Loansrights and duties of, Term B Loans or any Class of Revolving Credit Commitmentsfees or other amounts payable to, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to the such Administrative Agent); provided that in to the case extent any more restrictive financial maintenance covenant is added for the benefit of a Term A Loan Increasesuch Incremental Loans, a Term B Loan Increase or a Revolving Commitment Increase such financial maintenance covenant shall be added for the benefit of any Class of the Revolving Credit Commitments, Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the terms, provisions and documentation extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateFacility). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu in right of payment and of security with subject to the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A LoansPermitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect of the Initial Term Loans; provided that Incremental Term Loans (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 be converted or exchanged satisfies the Term A Loans made on the Fourth Restatement Effective Date requirements of this clause (prior to giving effect to any extensions thereofA) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (iiz) with respect to Incremental Term B Loansconstituting customary term loan A facilities (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date with respect to of the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)Revolving Credit Commitments,
(CB) (i) with respect subject to Incremental Term A Loansthe 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 A Loans on the date of incurrence of such Loans; provided that Incremental Term A Loans (except by virtue x) incurred for purposes of amortization consummating a Permitted Acquisition or prepayment 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 be converted or exchanged satisfies the requirements of the Term A Loans prior to the time of such incurrencethis clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (iiz) with respect to Incremental Term B Loansconstituting customary term loan A facilities (as determined by the Borrower in good faith), in each case, shall have a only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Term B 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)Revolving Credit Commitments,
(DC) shall have an Applicable Rate andRate, 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 Parent 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, except as expressly provided herein) in any 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) 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) shall rank pari passu in right of payment and of security with the any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans and shall not (i) mature or provide for mandatory commitment reductions earlier than the Term LoansLatest 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) shall not mature earlier than the Maturity Date 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 the Incremental Revolving Credit Facilities established 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 Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Incremental Facility Closing Date,
(C) [Reserved],
(D) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(ED) 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 (but not on a greater than 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 better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(FE) 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,, and
(GF) 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 Credit Loans of each Class shall be determined by the Parent 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 made under Incremental Term B Commitments, if the All-In Yield applicable to such any Incremental Term B Loans (other than Incremental Term Loans which constitute MFN Excluded 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 such applicable Initial Term B Loans established on the Effective Date plus 50 by more than 100 basis points per annum unless (the amount of such excess 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 the applicable Initial Term B Loans established on shall be increased by the Effective Date is increased so as to cause applicable Yield Differential (this proviso, the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points“MFN Protection”); provided further that any increase notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in All-In Yield to such Term B Loan due to a currency other than Dollars or consisting of customary bridge facilities or customary term loan A facilities (as determined by the application of a Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase Borrower in (or implementation of, as applicable) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loangood faith).
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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 CommitmentsCommitment Increases, as the case may be, of any Class shall be (A) as agreed between the Parent Borrower Representative and the applicable Incremental Lenders providing such Incremental Commitments, Commitments and except as otherwise set forth herein, (B) to the extent not identical to consistent with the Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise (a) if materially more favorable (taken as a whole) to the Incremental Lenders , conformed (or added) in the Credit Documents pursuant to the related Incremental Amendment, (x) in the 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 and Revolving Commitment Increase, for the benefit of the Revolving Credit Lenders, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Facility Closing Date or (c) reasonably satisfactory to the Administrative 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 CommitmentsIncrease, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) 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 applicable Class of Term A Loans, Term B Loans or Class of 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) (I) shall rank pari passu or junior in right of payment with the Obligations under the Initial Term Loans and Revolving Loans and (II) shall be unsecured or secured by the Collateral and shall rank pari passu or junior in right of security with the Revolving Credit Obligations under the Initial Term Loans and the Term Revolving Loans,
(B) (i) with respect to as of the Incremental Term A LoansFacility Closing Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date with respect of the Initial Term Loans or any Extended Term Loans as to which the Initial Term A Loans made on were the Fourth Restatement Effective Date Existing Term Loan Tranche (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature or earlier than 91 days after the Maturity Date with respect of such Initial Term Loans or Extended Term Loans in the case of any Incremental Term Loans that are unsecured or junior in right of payment or security to such Initial Term Loans or Extended Term Loans) ; provided that the Term B Loans made on the Effective Date requirements set forth in this clause (prior to giving effect i)(B) shall not apply to any extensions thereofIncremental Term Loans 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 requirements set forth in this clause (i)(B),;
(C) (i) with respect to as of the Incremental Term A LoansFacility Closing Date, 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 Loans; provided that the date of incurrence of such requirements set forth in this clause (i)(C) shall not apply to any Incremental Term A Loans 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 satisfies the requirements set forth in this clause (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 incurrencei)(C),;
(D) shall have an Applicable Rate andMargin, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Parent 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
(EG) may participate in the case of (x) any Incremental Term Loans that are secured on a pro rata pari passu with the Term Facilities, 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 Term Facilities, or are unsecured, shall share on a 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.pursuant to Section 2.12 and 2.13;
(ii) the Incremental Revolving Credit Commitments Commitment Increase and Incremental Revolving Loans:
(A) shall rank pari passu in right of payment will be subject to terms (including maturity date and of security with interest rates but excluding upfront fees and other similar amounts) identical to those applicable to the Revolving Credit Loans and the Term LoansCommitments being increased,
(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 included as additional Participating Revolving Credit Commitments with a longer Maturity Dateunder 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 with Commitments in accordance with their percentage of the U.S. Participating 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 after giving effect to changes thereto on an earlier Maturity Date with respect to such Incremental Amendment (it being understood that the Swing Line Loans Lender or the Issuing Banks may, in their sole discretion and Letters 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 theretofore incurred or issuedSublimit so long as such increase does not exceed the amount of the additional Participating Revolving Credit Commitments),
(EC) (1) shall provide that the permanent repayment of Revolving Credit Loans with respect to, and termination of, have upfront fees and/or other similar fees (other than unutilized commitment fees) payable to each Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Lender in respect of each 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 Commitment Increase separately agreed to by the Administrative Agent; and
(H) shall have an Applicable Rate determined by the Parent Borrower Representative and the applicable each such Incremental Revolving Credit LendersLender providing such Revolving Commitment Increase and (2) the Revolving Loans incurred pursuant to any Revolving Commitment Increase shall have the same Applicable Margin and unutilized commitment fee as the Facility to which such Revolving Loans are being added.
(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 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 made under Incremental Term B CommitmentsCommitments that are pari passu in right of payment and security with the Initial Term Loans, 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 Initial Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) Yield with respect to the Initial Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such the Initial Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Incremental Refinancing Revolving Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date, shall be consistent with clauses (i)-(vii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent; provided that Agent (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 a any Class of Refinancing Term A Loan IncreaseLoans and Refinancing Term Commitments, a for the benefit of the Term B Loan Increase or a Revolving Commitment Increase Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the terms, provisions and documentation benefit 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, Lenders or (ii) applicable only to periods after the Latest Maturity Date as existing on of the Incremental Refinancing Facility Closing Date). In any event, (A) the Refinancing Term Loans:
(i) as of the Incremental Term Loans:
(A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A LoansRefinancing Facility Closing Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date with respect to of the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and Refinanced Debt,
(ii) with respect to Incremental Term B Loansas of the Refinancing Facility Closing Date, 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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)Refinanced Debt,
(Diii) shall have an Applicable Rate andinterest 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 Parent Borrower and the applicable Incremental Refinancing Term Lenders, and,
(Eiv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s),
(v) 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 of any Class of Loans with an earlier maturity date than any other Class of Loans, except as expressly provided hereinprepayments in connection with a refinancing of such Refinancing Loans or pursuant to Section 2.13(h))) in any mandatory or voluntary prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.,
(iivi) shall not have a greater principal amount than the Incremental Revolving Credit Commitments principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and Incremental Revolving Loans:penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and
(Avii) shall have the same 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, Obligations 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 Refinanced Debt and shall be set forth secured by the Collateral and shall have the same rank in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, 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 right of this Agreement as amended through the date of such calculation security with respect to the Term B Loans established on other Obligations as the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis pointsRefinanced Debt; 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 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 such Term B Loan.and
Appears in 1 contract
Sources: 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 Incremental Refinancing Revolving Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date, shall be consistent with clauses (i)(A)-(G) below, as applicable and (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) otherwise reasonably satisfactory to the Administrative Agent; provided that 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 a any Class of Refinancing Term A Loan IncreaseLoans and Refinancing Term Commitments, a for the benefit of the Term B Loan Increase or a Revolving Commitment Increase Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the terms, provisions and documentation benefit 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, Lenders or (ii) applicable only to periods after the Latest Maturity Date as existing on of the Incremental Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event:
, (i) the Incremental Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Revolving Credit Loans and the Term LoansRefinanced Debt,
(B) (i) with respect to Incremental Term A Loansas of the Refinancing Facility Closing Date, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans on the date of incurrence of such Incremental Term A Loans Refinanced Debt,
(except by virtue of amortization C) shall have an interest rate (which may be fixed or prepayment of the Term A Loans prior to the time of such incurrencevariable), margin (if any) and interest rate floor (iiif any), and subject to clause (e)(i)(B) with respect to Incremental above, amortization determined by the Borrower and the applicable Refinancing Term B Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B 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)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 Parent Borrower and the applicable Incremental Term Lenders, andRefinancing Arrangers,
(E1) may participate on a pro rata basis or basis, less than pro rata basis (but not on a or greater than pro rata basisbasis (except that, except as expressly provided herein) in any mandatory prepayments of unless otherwise permitted under this Agreement, such Refinancing 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 may 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 participate on a greater than a pro rata basis as compared to any other earlier maturing Class with of Term Loans) in any mandatory prepayments of Term Loans and (2) may participate on a later maturity date pro rata basis, less than such Classpro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans,
(F) shall provide that assignments not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and participations of Incremental Revolving Credit Commitments penalties thereon and Incremental Revolving Loans shall be governed by reasonable fees, expenses, OID and upfront fees associated with the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Incremental Facility Closing Date,refinancing, and
(G) shall provide that any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, rank pari passu in right of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior payment and security (but without regard to the Incremental Facility Closing Date; provided control of remedies) with the other Obligations under this Agreement, shall not at no any time shall there be Revolving Credit Commitments under a Revolving Credit Facility hereunder (including Incremental Revolving Credit Commitments and guaranteed by any original Revolving Credit Commitments) which have more Subsidiary of the Borrower other 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 Subsidiaries that are Guarantors, 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 obligations in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, the All-In Yield applicable to such Incremental Term B Loans thereof shall not be greater secured by any property or assets of the Borrower or any Restricted Subsidiary 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 the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis pointsCollateral; 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 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 such Term B Loan.and
Appears in 1 contract
Sources: Credit Agreement (Altice USA, Inc.)
Required Terms. (i) 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, except as otherwise set forth herein, shall be as agreed between the Parent Borrower Borrowers and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, ; provided that in no event will any Incremental Loans be permitted to be voluntarily or mandatorily prepaid prior to the extent not identical to repayment in full of the Term A Closing Date Loans, Term B unless accompanied by at least a ratable payment of the Closing Date Loans (provided that any Refinancing Amendment, Extension Amendment or Incremental Amendment may provide that the applicable Incremental Lenders providing such Incremental Commitments shall receive a less than ratable payment). In any Class event, Incremental Loans:
(A) shall (I) be unsecured, (II) rank pari passu or junior in right of Revolving Credit Commitments, payment with the Obligations under Loans and shall have the same Guarantors or (III) shall be secured by the Collateral on a pari passu or junior lien basis with the other Loans and shall have the same Guarantors,
(B) as applicable, each existing on of the Incremental Facility Closing Date, shall be reasonably satisfactory to not have a final scheduled maturity date earlier than the Administrative Agent; provided that Maturity Date of the Closing Date Loans,
(C) except in the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase as 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
, shall have amortization (isubject to clause (e)(i)(B) above) determined by the Incremental Term Loans:
(A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans Borrowers and the Term Loans,
(B) (i) with respect to applicable Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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, Lenders but shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrence) and (ii) with respect to Incremental Term B Closing Date Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B 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) subject to clause (e)(ii) below, shall have an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization Effective Yield determined by the Parent Borrower Borrowers and the applicable Incremental Term Lenders,
(E) subject to clause (e)(ii) below, shall have fees determined by the Borrowers and the applicable Incremental Loan arranger(s), and
(EF) may participate on (x) a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis, ) in any voluntary prepayments of Loans hereunder or (y) a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis (except as expressly provided hereinfor prepayments pursuant to Section 5.3(e) and Section 5.3(f)(A)(y))) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.
(ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
The Effective Yield (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(Bcomponents thereof) 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 may be determined by the Parent Borrower Borrowing Agent and the applicable new Incremental Lenders and shall be set forth in each applicable providing such Incremental AmendmentLoans; providedprovided that, however, that with respect to any Incremental Loans made under Incremental Term B Commitmentsthat are secured by a Lien on the Collateral that is pari passu with the Liens securing the Obligations, the All-In Effective Yield applicable to such Incremental Term B 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 the Term B Closing Date Loans established on the Effective Date plus 50 basis points per annum unless the interest rate Applicable Margin (together withand/or, as provided in the proviso below, the Eurocurrency Term SOFR Rate or Base Rate floor) with respect to the Term B Closing Date Loans established on the Effective Date is increased so as to cause the then applicable All-In Effective Yield under this Agreement on of such Term B Loans to equal the All-In Effective Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided provided, further, that any increase in All-In Effective Yield to such Term B any Closing Date Loan required solely due to the application or imposition of a Eurocurrency an Term SOFR Rate or Base Rate floor on any Incremental Term B Loan shall may, at the election of the Borrowers, be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate Term SOFR Rate, Daily Simple SOFR or Base Rate floor applicable to such Term B LoanClosing Date Loan or an increase in the interest rate margin applicable to such Incremental Loans; provided, further, that this Section 3.6(e)(ii) shall not apply to any Incremental Commitments or Incremental Loans incurred on or after the twelve month anniversary of the Closing Date.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Construction Partners, 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 and any Loan Increase 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 identical to the Closing Date Term A Loans, Term B Loans or any Class of Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Incremental Facility Closing Date, shall either, at the 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 in good faith), (B) be not materially 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 each case under this clause (B), with respect to (x) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period after the 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) a Previously Absent Financial Maintenance Covenant (so long as, (i) to the extent that any such 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) 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 Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans or (C) such terms, provisions and documentation are reasonably satisfactory to the Administrative AgentAgent (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of (x) the Lenders of Incremental Term Loans, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans or (y) the Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility); 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 CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B 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 A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateDate (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 “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Administrative Agent to ensure that such Incremental Term Loans will be “fungible” with the Closing Date Term Loans). In any event:
(ia) the Incremental Term Loans:
(Ai) (x) shall rank pari passu 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 Revolving Credit Loans and the Term LoansFirst Lien Obligations under this Agreement or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above,
(Bii) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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)Date,
(Ciii) (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 Closing Date Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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),
(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 Parent Borrower and the applicable Incremental Term Lenders, and,
(Ev) may participate on a pro rata basis or basis, less than a pro rata basis (but not on a or greater than a pro rata basis, except as expressly provided herein) basis in any mandatory prepayments of Term Loans hereunderhereunder (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.,
(iivi) shall be denominated in an Available Currency 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 Term Lenders,
(vii) shall not at any time be guaranteed by any Subsidiary of Holdings 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 Holdings, the Borrower or any Restricted Subsidiary other than the Collateral;
(b) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(Ai) (x) shall rank pari passu 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 Revolving Credit Loans and the Term LoansFirst Lien Obligations under this Agreement or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above,
(Bii) shall not mature earlier than the Original Revolving Facility Maturity Date 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 Credit Facilities established Commitments existing on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)such Incremental Facility Closing Date,
(Civ) [Reserved],
(D) shall be subject to the provisions of Sections 2.03(mSection 2.03(13) and 2.04(g2.04(7) to the extent dealing in connection with Swing Line Loans and Letters of Credit and Swing Line Loans, respectively, which mature or expire after a Maturity Date when there exists at any time Incremental Revolving Credit Commitments with a longer later Maturity DateDate are outstanding, shall provide that all Letters of Credit and Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders each Lender with Commitments a Revolving Commitment in accordance with their its percentage of the U.S. Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(mSections 2.03(13) and Section 2.04(g2.04(7), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit and Swing Line Loans and Letters of Credit theretofore incurred or issued),
(Ev) shall provide that the permanent repayment of Revolving Credit Loans in connection with respect to, and a termination of, of Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall may 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 or less than a pro rata basis (or greater than a pro rata basis (x) with respect to (1) repayments required upon the Maturity Date of any Incremental Revolving Commitments and (2) repayments made in connection with any refinancing of Incremental Revolving Commitments or (y) as compared to any other Class Revolving Commitments with a later maturity date than such ClassIncremental Revolving Commitments), in each case, with all other Revolving Commitments existing on such Incremental Facility Closing Date,
(Fvi) 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,
(Gvii) 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 four (94) different Maturity Dates unless otherwise agreed to by the Administrative Agent; and,
(Hviii) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit Lenders.,
(iiiix) shall be denominated in an Available Currency 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 Holdings 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 Holdings, the Borrower or any Restricted Subsidiary other than the Collateral;
(c) the amortization schedule applicable to any Incremental Term Loans and the All-In 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 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 B CommitmentsLoan that is in the form of syndicated floating rate Dollar-denominated term loans, the All-In Yield applicable to such Incremental Term B Loans shall not be greater than the applicable All-In 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 B Loans established on the Effective Date Loans, plus 50 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Eurodollar Rate or Base Rate floor) with respect to the Closing D ate Term B Loans established on the Effective Date is increased so as to cause the then then-applicable All-In Yield under this Agreement on such the Closing Date Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans Loans, minus 50 basis pointspoints per annum; provided that any increase in All-In Yield to such interest rate margin on the Closing Date Term B Loan Loans due to the application of a Eurocurrency Eurodollar Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency the Eurodollar Rate or Base Rate floor applicable to such Closing Date Term B LoanLoans; provided, further, 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 “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Administrative Agent to ensure that the Incremental Term Loans will be “fungible” with the Closing Date Term Loans or Incremental Term Loans (and the amortization of any Closing Date Term Loans or Incremental Term Loans may be increased if necessary to make such Closing Date Term Loans and any Incremental Term Loans “fungible”).
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, Facilities of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsClass, and except as otherwise set forth herein, to the extent not 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, shall be reasonably satisfactory to as agreed between the Administrative 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 Lead Borrower 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 applicable Term A Loans, Term B Loans Incremental Revolving Lenders or Class of Revolving Credit Commitments being increased, in each case, as existing on the Persons providing such Incremental Facility Closing DateCommitment. In any event:
(i) the Incremental Term Loans:
Revolving Loans (except as otherwise specified below in this clause (i)) (A) shall rank pari passu in right not at any time be guaranteed by any Subsidiary other than a Loan Party (unless the Required Lenders have declined or otherwise permitted a guarantee from such other Person and except as otherwise permitted under this Agreement) and (B) are not secured by a Lien on any property or asset of payment the Loan Parties that does not constitute Collateral (unless the Required Lenders have declined or otherwise permitted a Lien on such Collateral and except as otherwise permitted under this Agreement);
(ii) All terms of security with 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 Incremental Revolving Loans and Incremental Revolving Facilities may at the Term Loans,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.
(Biv) Upon the implementation of any Incremental Revolving Facility pursuant to this Section 2.22: (iA) with respect each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each relevant Incremental Term A LoansRevolving 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 Revolving Lenders’ (including each Incremental Revolving Lender’s)
(1) participations hereunder in Letters of Credit and (2) participations hereunder in Swingline Loans shall not mature earlier than the Maturity Date with respect to the Term A Loans made be held ratably on the Fourth Restatement Effective Date basis of their respective Revolving Credit Commitments (prior to after giving effect to any extensions thereofincrease in the Revolving Credit Commitment pursuant to this Section 2.22) and (ii) with respect the existing Revolving Lenders of the applicable Class shall assign Revolving Loans to certain other Revolving Lenders of such Class (including the Incremental Term B 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 purchase such Revolving Loans, shall not mature earlier than the Maturity Date with respect in each case to the Term B extent necessary so that all of the Revolving Lenders of such Class participate in each outstanding Borrowing of Revolving Loans made of such Class pro rata on the Effective Date basis of their respective Revolving Credit Commitments of such Class (prior to after 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate 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) 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) increase in any 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 Commitment pursuant to this Section 2.22); it being understood and agreed that the Term Loans,
(B) minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not mature earlier than the Maturity Date with respect apply to the Revolving Credit Facilities established on the Fourth Restatement Effective Date transactions effected pursuant to this clause (prior to giving effect to any extensions thereofiv),
(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 B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Incremental Refinancing Revolving Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
: (i) the Incremental Refinancing Term Loans:
: (A) (I) shall rank pari passu 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 Revolving Credit Loans Obligations and (III) shall be guaranteed by the Term Loans,
Guarantors; (B) (i) with respect to Incremental Term A Loansas of the Refinancing Facility Closing Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date with respect to of the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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),
Refinanced Debt; (C) (iI) with respect to Incremental Term A Loansas 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrence) Refinanced Debt and (iiII) with respect to Incremental Term B Loans, shall have a Weighted Average Life to Maturity not shorter than an amortization schedule as determined by the remaining Weighted Average Life to Maturity of Borrower and the Term B 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),
applicable Refinancing Lenders; (D) shall have an Applicable Rate andall-in-yield (whether in the form of interest rate margin, subject to clauses (e)(i)(BOID or otherwise) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent Borrower and the applicable Incremental Refinancing Term Lenders, and
; (E) shall have fees determined by the Borrower and the applicable Refinancing Term 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 basis, basis (except as expressly provided hereinfor 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 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 B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
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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 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, shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise as reasonably satisfactory to the Administrative Agent (it being understood that covenants and defaults that are only applicable after the Latest Maturity Date at the time of such Incremental Facility Closing Date shall be as agreed between the Borrower and the applicable Incremental Lenders and need not be reasonably satisfactory to the Administrative 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 CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID original issue discount or similar fees) to the applicable Term A Loans, Term B Loans or Class of 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 security with the Revolving Credit Loans and the Term LoansLoans (and, if applicable, shall be subject to a Second Lien Intercreditor Agreement),
(B) (i) with respect to as of the Incremental Term A LoansFacility Closing Date, shall not mature have a Maturity Date earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature earlier than thereof occurring after the Maturity Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereofDate),
(C) (i) with respect to 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 A Loans, Loans shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term A Loans (as originally in effect prior to any amortization or prepayments thereto) on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate 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) 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 on a greater than a pro rata basis, basis except as expressly provided hereinin the case of a prepayment under Section 2.06(b)(iii)(B)) in any mandatory repayments or 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) 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,
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 and, if applicable, 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(gSecond Lien Intercreditor Agreement), 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),
(EB) 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 Revolving Credit commitments (subject to clause (E) below)) of Loans with respect to, and termination of, 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, 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 B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
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 Credit Commitments, as the case may be, of any Class and any Loan Increase 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 identical to the Closing Date Term A Loans, the 2020 Incremental Term B Loans, the 2022 Incremental Term Loans or any Class of Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Incremental Facility Closing Date, shall either, at the 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 in good faith), (b) be not materially 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, the 2020 Incremental Term Loans, the 2022 Incremental Term Loans or Closing Date Revolving Facility, as applicable, except, in each case under this clause (b), with respect to (i) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period after the Latest Maturity Date of the Closing Date Term Loans, the 2020 Incremental Term Loans, the 2022 Incremental Term Loans or Closing Date Revolving Facility, as 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 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 Loans, the 2020 Incremental Term Loans and/or the 20202022 Incremental Term Loans, such Previously Absent Financial Maintenance Covenant shall be 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 (or in the case of the 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) (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of (i) the Lenders of Incremental Term Loans or Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent 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 Term Loans and/or, 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 be 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 A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase of any Class of Revolving Credit CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B 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 A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateDate (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 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 Revolving Credit Loans First Lien Obligations under this Agreement and the Term Loansshall be subject to a First Lien/Second Lien Intercreditor Agreement or (B) be unsecured, in each case as applicable pursuant to Section 2.14(4)(c) above,
(Bii) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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)Date,
(Ciii) (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 Closing Date Term A Loans or the 2022 Incremental Term Loans on the date of incurrence of such Incremental Term A Loans Loans,
(except by virtue of amortization or prepayment of the Term A Loans prior iv) subject to the time of such incurrenceclause (5)(a)(iii) and (ii) with respect to Incremental Term B Loansabove, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B 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 and an Applicable Rate 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 LendersLenders (provided, andthat 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 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 applicable existing Class of Term Loans),
(Ev) 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 basis, less than a pro rata basis (but not on a or greater than a pro rata basis, except as expressly provided herein) basis in any mandatory prepayments of Term Loans hereunderhereunder (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 (c)(i)), as specified in the applicable Incremental Amendment.,
(vi) 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 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 Credit Commitments and Incremental Revolving Loans:
(Ai) (I) shall rank pari passu 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 Revolving Credit Loans First Lien Obligations under this Agreement and the Term Loansshall 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,
(Bii) shall not mature earlier than the Original Revolving Facility Maturity Date 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 Credit Facilities established Commitments existing on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)such Incremental Facility Closing Date,
(Civ) [Reserved],
(D) shall be subject to the provisions of Sections 2.03(mSection 2.03(12) and 2.04(g2.04(7) to the extent dealing in connection with Swing Line Loans and Letters of Credit and Swing Line Loans, respectively, which mature or expire after a Maturity Date when there exists at any time Incremental Revolving Credit Commitments with a longer later Maturity DateDate are outstanding, shall provide that all Letters of Credit and Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders each Lender with Commitments a Revolving Commitment in accordance with their its percentage of the U.S. Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(mSections 2.03(12) and Section 2.04(g2.04(7), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit and Swing Line Loans and Letters of Credit theretofore incurred or issued),
(Ev) shall provide that the permanent repayment of Revolving Credit Loans in connection with respect to, and a termination of, of Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall may 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 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 Class Revolving Commitments with a later maturity date than such ClassIncremental Revolving Commitments), in each case, with all other Revolving Commitments existing on such Incremental Facility Closing Date,
(Fvi) 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,
(Gvii) 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 four (94) different Maturity Dates unless otherwise agreed to by the Administrative Agent; and,
(Hviii) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit 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.
(iiic) the amortization schedule applicable to any Incremental Term Loans Applicable Rate and the All-In Yield fees applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Parent 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 B CommitmentsLoan (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 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, 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 Closing Date Term Loans, the 2020 Incremental Term B Loans established on and/or the Effective Date 20202022 Incremental Term Loans, respectively, in each case plus 50 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Eurodollar Rate or Base Rate floor) with respect to the Closing Date Term B Loans established on or, the Effective Date 2020 Incremental Term Loans and/or the 2022 Incremental Term Loans, as applicable, is increased so as to cause the then applicable All-In Yield under this Agreement on such the Closing Date Term B Loans, the 2020 Incremental Term Loans and/or 20202022 Incremental Term Loans, as applicable, to equal the All-In Yield then applicable to the Incremental Term B Loans Loans, minus 50 basis points; provided points per annum (it being understood and agreed that any increase in All-In Yield to such on the Closing Date Term B Loan 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 on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency the Eurodollar Rate or Base Rate floor applicable to such Closing Date Term B LoanLoans or, such 2020 Incremental Term Loans or such 2022 Incremental Term Loans, as applicable) (this proviso, the “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 Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower Borrowers and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the other Incremental Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise as reasonably satisfactory to Administrative Agent (but in no event shall any such Incremental Facility have covenants and defaults materially more restrictive (taken as a whole) than those under this Agreement except for covenants and defaults applicable only to periods after the Administrative AgentLatest Maturity Date at the time of such Incremental Facility Closing Date); provided that in the case of a an Incremental 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 (other than with respect to upfront fees, OID original issue discount or similar fees) to the any applicable Incremental Term A Loans, Term B Loans or Class of 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 in right of security with the Revolving Credit Loans and the any other outstanding Incremental Term Loans,
(B) (i) with respect to as of the Incremental Term A LoansFacility Closing Date, shall not mature have a Maturity Date earlier than the Maturity Date with respect to the Loans and Commitments in effect as of the effective date of such Incremental Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature earlier than thereof occurring after the Maturity Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereofDate),
(C) (i) with respect to shall have an amortization schedule as determined by the Borrowers and the applicable new Lenders, provided that, as of the Incremental Facility Closing Date, such Incremental Term A Loans, Loans shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the any other outstanding Incremental Term A Loans (as originally in effect prior to any amortization or prepayments thereto) on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 have, subject to clause (e)(iii) below, an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Parent Borrower Borrowers and the applicable Incremental Term Lenders, and
(E) 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 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 have fees determined by the permanent repayment of Revolving Credit Loans Borrowers and the applicable Incremental Term Loan arranger(s),
(F) with respect toto any Incremental Term Loans structured as term B loans, may include such “most favored nation” pricing protections and termination ofa lower minimum assignment amount than is required under Section 10.07(b)(ii)(A), as determined by the Borrowers and the applicable Lenders, 193389590_5
(G) may include mandatory prepayments as determined by the Administrative Agent, the Borrowers and the applicable Incremental Term Lenders on the date of incurrence of such Incremental Term Loans, and
(H) may not be (x) secured by any assets other than Collateral or (y) guaranteed by any Person other than a Guarantor;
(ii) the terms, provisions and documentation of any Revolving Commitment Increase shall be identical to the Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments being increased, as existing on the Incremental Facility Closing Date, except ; provided that the Parent Borrower shall be permitted Borrowers and the applicable new Lenders may agree to permanently repay higher interest rates, upfront fees and terminate commitments of any such Class on a greater than a pro rata basis as compared Adjusted Term SOFR or Base Rate floors in each applicable Incremental Amendment if the interest rate margins, upfront fees and Adjusted Term SOFR or Base Rate floors with respect to any other Class with a later maturity date than such Class,
(F) shall provide that assignments and participations of Incremental the existing Revolving Credit Commitments are increased so as to cause the then applicable interest rate, upfront fees, and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Adjusted Term SOFR or Base Rate floors under this Agreement on such Revolving Credit Commitments to equal the interest rate, upfront fees, 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 Adjusted Term SOFR or Classes, as the case may be, of Commitments from the Classes constituting the Base Rate floors then 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 AgentCommitment Increase; 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 Borrowers 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 B Commitments, 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 B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Incremental Refinancing Revolving Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise shall be reasonably satisfactory to the Administrative AgentAgent (except to the extent such terms are (a) conformed (or added) in the Credit Documents pursuant to the related Refinancing Amendment for the benefit of all Lenders, (b) applicable only to periods after the Latest Maturity Date as of the Refinancing Amendment Date or (c) current market terms for such type of Indebtedness (as determined in good faith by the Borrower)); provided that in if such terms are more restrictive than the terms of any then-existing Term Loan Facility or Revolving Credit Facility, as the case of a Term A Loan Increasemay be, 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 more restrictive terms shall be identical conformed (other than with respect to upfront fees, OID or similar feesadded) to the applicable Term A Loans, Term B Loans or Class Credit Documents for the benefit of Revolving Credit Commitments being increased, in each case, as the then-existing on the Incremental Facility Closing DateFacilities. . In any event:
(i) the Incremental Refinancing Term Loans:
(A) (I) (I) shall have the same or more junior rank pari passu in right of payment with respect to the other Obligations as the applicable Refinanced Debt and (II) shall be secured solely by the Collateral and shall have the same or more junior rank in right of security with respect to the Revolving Credit Loans 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 and/or a Junior Lien Intercreditor Agreement, as applicable (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement reasonably satisfactory to the Borrower and the Term Loans,Administrative Agent) and (III) shall be guaranteed by the Guarantors;
(B) (i) with respect to Incremental Term A Loansas of the Refinancing Facility Closing Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date with respect to of the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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),Refinanced Debt;
(C) (iI) with respect to Incremental Term A Loansas 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrence) Refinanced Debt and (iiII) with respect to Incremental Term B Loans, shall have a Weighted Average Life to Maturity not shorter than an amortization schedule as determined by the remaining Weighted Average Life to Maturity of Borrower and the Term B 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),applicable Refinancing Lenders;
(D) shall have an Applicable Rate andall-in-yield (whether in the form of interest rate margin, subject to clauses (e)(i)(BOID or otherwise) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent Borrower and the applicable Incremental Refinancing Term Lenders, and;
(E) shall have fees determined by the Borrower and the applicable Refinancing Term 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) (x) in the case of Refinancing Term Loans that rank junior in right of payment or junior in right of security, in each case, with the Obligations under Term Loans that are senior in right of payment or secured on a first lien basis, shall participate on a less than pro rata basis in any mandatory prepayments of Term Loans hereunder and (y) in the case of Refinancing Term Loans that rank pari passu in right of payment and security with the Obligations under Term Loans that are secured on a first lien basis, 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 mandatory prepayments of such Term Loans hereunder; and
(G) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, as specified in fees, premiums (if any) and penalties payable by the applicable terms of such tranche of Incremental Amendment.Term Loans and reasonable fees, expenses, OID and upfront fees associated with the incurrence of such Refinancing Term Loans; and
(ii) the Incremental Refinancing Revolving Credit Commitments and Incremental Refinancing Revolving Loans:
(A) (I) shall have the same or more junior rank pari passu in right of payment with respect to the other Obligations as the applicable Refinanced Debt (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 applicable agreement, as agreed by the Borrower and Administrative Agent) or other subordination arrangement satisfactory to the Borrower and the Administrative Agent), (II) shall be secured solely by the Collateral and shall have the same rank in right of security with respect to the Revolving Credit Loans other Obligations as the applicable Refinanced Debt and (III) shall be guaranteed by the Term Loans,Guarantors;
(B) shall not mature have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof),Refinanced Debt;
(C) [Reserved],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 Revolving Lenders;
(D) shall be subject to have fees determined by the provisions Borrower and the applicable Refinancing Revolving Commitments arranger(s);
(E) shall provide that the borrowing and repayment (except for (1) payments of Sections 2.03(minterest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) and 2.04(g) to repayments required upon the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exists Incremental of the Refinancing Revolving Credit Commitments and (3) repayment made in connection with a longer Maturity Date, all Swing Line permanent repayment and termination of commitments (in accordance with clause (F) below)) of Loans and Letters of Credit with respect to Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date shall be participated made on a pro rata basis by or less than a pro rata basis (but not more than a pro rata basis) with all Lenders with Commitments in accordance with their percentage of the U.S. other Revolving Credit Commitments then existing on the Incremental Refinancing 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)Date,
(EF) shall may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Incremental Refinancing Revolving Credit Commitments after the associated Incremental Refinancing 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 other than with respect to any termination of undrawn Revolving Credit Commitments or a permanent repayment of any Class of Revolving Credit Commitments (1) with the proceeds of a Refinancing Facility or (2) that mature earlier than other outstanding Classes of Revolving Credit Commitments) with all other Revolving Credit Commitments existing on the Incremental Facility Closing DateCommitments, 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,and
(G) shall provide that any Incremental Revolving Credit Commitments may constitute not have 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 B Commitments, the All-In Yield applicable to such Incremental Term B Loans shall not be greater principal amount than the applicable All-In Yield principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties payable pursuant to by the terms of this Agreement as amended through such tranche of Revolving Credit Loans and reasonable fees, expenses, OID and upfront fees associated with the date incurrence of such calculation with respect to the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan.Refinancing Revolving Commitments;
Appears in 1 contract
Required Terms. The terms, provisions and documentation (i) in the case of an Incremental Term Facility: (A) the final maturity date for such Incremental Term Facility shall not be earlier than the later of the Maturity Date or the final maturity date of any other Incremental Facility; (B) the weighted average life for such Incremental Term Loans and Facility (1) if there is a then outstanding Incremental Term Commitments or Facility, shall not be shorter than the then remaining weighted average life of such other Incremental Revolving Loans Term Facility and (2) if there is not a then outstanding 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 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 DateFacility, shall be reasonably satisfactory to approved by the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of 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 pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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) if the all-in yield (i) with respect including interest rate margins, interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to Incremental Term A Loans, shall have a Weighted Average Life to Maturity not shorter than maturity or the remaining Weighted Average Life life to Maturity of the Term A Loans on the date of incurrence maturity), but excluding arrangement, underwriting, structuring or similar fees payable in connection therewith) of such Incremental Term A Loans Facility exceeds the all-in yield (except by virtue of amortization or prepayment determined in the same basis) of the Term A Revolving Loans prior to the time of such incurrence) and (ii) with respect to or any then outstanding Incremental Term B LoansFacility, shall have a Weighted Average Life to Maturity not shorter than then the remaining Weighted Average Life to Maturity of the Term B 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 Rate 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) 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 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 Loans and any then outstanding Incremental Term Facility shall be increased by an amount necessary to giving effect to any extensions thereof),
(C) [Reserved],
eliminate such excess, (D) shall be subject to the provisions foregoing clauses, the interest rate, interest rate margins, interest rate floors, fees, original issue discount, call protection or prepayment penalty, amortization and final maturity date 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 such Incremental Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit Term Facility shall be participated on a pro rata basis as agreed by all Lenders with Commitments in accordance with their percentage of the U.S. Revolving Credit Commitments existing on Borrower and the Persons providing such Incremental Term Facility Closing Date (and except as provided in Section 2.03(m) approved by the Administrative Agent 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 B Commitmentsthe foregoing clause (D), the All-In Yield other all of the terms and conditions applicable to such Incremental Term B Loans Facility shall not be greater than the applicable All-In Yield payable pursuant identical to the terms of this Agreement as amended through the date of such calculation with respect to the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then and conditions applicable to the Incremental Term B Loans minus 50 basis pointsFacility; provided that any increase and
(ii) in All-In Yield to such Term B Loan due to the application case of a Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation ofRevolving Increase, as applicable) any Eurocurrency Rate or Base Rate floor all of the terms and conditions applicable to such Term B LoanIncremental Revolving Increase (other than upfront fees payable to the Lenders (including New Lenders) that provide such Incremental Revolving Increase and arrangement, underwriting, structuring or similar fees payable in connection therewith), shall be identical to the terms and conditions applicable to the Facility.
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 Loan 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 CommitmentsClass, and except as otherwise set forth herein, to the extent not 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, shall be as agreed between the Borrower and the applicable Incremental Lenders (including as to currency denomination (provided such currency is reasonably satisfactory acceptable to the Administrative Agent)); provided that in the case of a Term A Loan Increaseprovided, a Term B Loan Increase or a Revolving Commitment Increase of any Class of Revolving Credit Commitmentshowever, the 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 applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any eventthat:
(i) the Incremental Term LoansLoans and Incremental Commitments:
(A) (I) shall not be guaranteed by any Person other than any Loan Party unless such guarantee is provided for the benefit of the Lenders, (II) shall rank pari passu in right of payment and of pari passu with respect to security with the Revolving Credit Loans and (III) shall not be secured by any property or assets of Holdings or any Restricted Subsidiary other than the Term Loans,Collateral unless such property or assets are provided for the benefit of the Lenders as Collateral to secure the Secured Obligations;
(B) (i) with respect to in the case of Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date with respect to of the Term A Loans made on outstanding at the Fourth Restatement Effective Date time of incurrence of such Incremental Term Loans (prior other than in a principal amount not to giving effect exceed the Maturity Limitation Excluded Amount); provided that the requirements set forth in this clause (B) shall not apply to any extensions thereof) and (ii) with respect to Incremental Term B LoansLoans consisting of a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies the requirements set forth in this clause (B);
(C) in the case of Incremental Revolving Commitments, shall not mature earlier than the maturity date of the ABL Facility or the Latest Maturity Date with respect of any Incremental Revolving Commitments or have amortization or scheduled mandatory commitment reductions (other than at maturity) (other than in a principal amount not to exceed the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereofMaturity Limitation Excluded Amount),;
(CD) (i) with respect to in the case of Incremental Term A Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Dollar Term A Loans on Loans; provided that the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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),
requirements set forth in this clause (D) shall have an Applicable Rate andnot apply to (I) any Maturity Limitation Excluded Amount and (II) any Incremental Term Loans consisting of a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies the requirements set forth in this clause (D) (this clause (D) together with clause (B) above being the “Maturity/Weighted Average Life Condition”);
(E) in the case of Incremental Term Loans, subject to clauses (e)(i)(BB) and (e)(i)(CD) above and clause (e)(iii) belowabove, shall have amortization determined by the Parent 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 Lenders;
(G) 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 mandatory prepayments of the Dollar Term Loans hereunder, as specified in the applicable Incremental Facility Amendment.;
(ii) the Incremental Revolving Credit Commitments interest rate and Incremental Revolving Loans:
amortization schedule (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(mclauses (i)(B) and 2.04(g(i)(D) 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(mabove) 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 will be determined by the Borrower and the All-In lenders providing such Incremental Term Loans; provided that in the event that the Effective Yield applicable with respect to any Incremental Term Loans that (x) have a maturity date of no later than 24 months after the then latest Maturity Date of the outstanding Term Loans and (y) are in the form of Dollar denominated Term Loans is greater than the Effective Yield for the Dollar Term Loans by more than 0.50%, the Applicable Rate for the Dollar Term Loans shall be increased to the extent necessary so that the Effective Yield for the Dollar Term Loans is equal to the Effective Yield for such Incremental Term Loans minus 0.50% (this clause (ii), the “MFN Adjustment”), and
(iii) subject to the preceding clauses (i) and (ii), the Incremental Term Loans or Incremental Revolving Loans of each Class shall be on terms and pursuant to documentation to be determined by the Parent Incremental Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendmentlenders thereunder; providedprovided that, however, that with respect to any Loans made under Incremental Term B Commitments, if the All-In Yield applicable to terms of such Incremental Term B Loans are not consistent with the terms of the Dollar Term Loans, such terms shall not be greater materially more restrictive, taken as a whole, to Holdings and its Restricted Subsidiaries than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date Dollar Term Loans unless (i) the Dollar Term Loans also receive the benefit of such calculation with respect more restrictive terms, (ii) any such more restrictive terms apply only after the Latest Maturity Date of the Dollar Term Loans or (iii) those terms are reasonably satisfactory to the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate Administrative Agent (together with, as provided in the proviso belowthis clause (iii), the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B Loan“MFN Covenant Condition”).
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 Parent Borrower Borrowers and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not 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, shall be reasonably satisfactory to the Administrative Agent (it being understood that covenants and other provisions that are only applicable after the Latest Maturity Date at the time of such Incremental Facility Closing Date shall be as agreed between the Borrowers and the applicable Incremental Term Lenders and need not be reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID original issue discount or similar fees) to the applicable Term A Loans, Term B Loans or Class of 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 in right of security with the Revolving Credit Loans and the Term Loans,;
(B) (i) with respect to as of the Incremental Term A LoansFacility Closing Date, shall not mature have a Maturity Date earlier than the Latest Maturity Date with respect to any Loans as of the Incremental Facility Closing Date; provided that Incremental Term A Loans made on constituting customary bridge facilities with a maturity of not longer than one year up to an aggregate principal amount not to exceed Consolidated EBITDA for the Fourth Restatement Effective Date (four fiscal quarters period most recently ended prior to giving effect the Closing Date for which financial statements are available shall not be subject to any extensions thereofsuch requirement, so long 92 as the long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (B) and (ii) with respect such conversion or exchange is subject only 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),conditions customary for similar conversions or exchanges;
(C) subject to clause (ie)(i)(B) with respect to above, shall have an amortization schedule as determined by the Borrowers and the applicable Incremental Term A LoansLenders, 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 Term A Loans (as originally in effect prior to any scheduled amortization or prepayments thereto) on the date of incurrence of such Incremental Term A Loans, provided that Incremental Term Loans (except by virtue constituting customary bridge facilities with a maturity of amortization or prepayment of not longer than one year up to an aggregate principal amount not to exceed Consolidated EBITDA for the Term A Loans four fiscal quarters period most recently ended prior to the time Closing Date for which financial statements are available shall not be subject to such requirement, so long as the long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of such incurrencethis clause (C) and (ii) with respect such conversion or exchange is subject only 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 Term B Loans on the date of incurrence of such Incremental Term B Loans (except by virtue of amortization conditions customary for similar conversions or prepayment of the Term B Loans prior to the time of such incurrence),exchanges;
(D) shall have an Applicable Rate andRate, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Parent Borrower Borrowers and the applicable Incremental Term Lenders, and;
(E) shall have fees subject to clause (e)(ii) below, determined by the Borrowers and the applicable Incremental Term Loan 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, except as expressly provided herein) with Loans of other Classes in any mandatory repayments or 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) 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 Borrowers and the applicable new Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that that, until the 12 month anniversary of the Closing, with respect to any Incremental Term Loans broadly marketed or syndicated to banks and other institutional investors in financings similar to the credit facility provided hereunder made under Incremental Term B Commitments, the All-In Effective Yield applicable to such Incremental Term B Loans shall not be greater than the applicable All-In Effective Yield payable applicable to any Class of Term B Loans pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the such Class of Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Effective Yield under this Agreement on such Class of Term B Loans to equal the All-In Effective Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided further that any increase such Effective Yield differential protection shall not apply to Incremental Term Loans (a) that mature more than 12 months after the Stated Maturity Date, (b) incurred for purposes of consummating an Investment (including Acquisitions) pursuant to clauses (b), (j) (other than Investments in AllRestricted Subsidiaries), (o) and/or (q) of the definition of “Permitted Investments, (c) constituting a customary bridge facility with a maturity of not longer than one year, so long as the long-In Yield term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (ii) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges, (d) that are denominated in a currency other than Dollars, or (e) that have a principal amount, in the aggregate with all other Incremental Term B Loan due Facilities included in this clause (e), of less than Consolidated EBITDA for the four fiscal quarters period most recently ended prior to the application of a Eurocurrency Rate or Base Rate floor 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 such Term B LoanClosing Date for which financial statements are available.
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 Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not 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, shall be reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of 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 (x) rank pari passu in right of payment and of security with and (y) have the Revolving Credit Loans and same Guarantees as the Term Loans,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such 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 then-existing Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate andRate, 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 (subject to clause (i)(C) above) 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 B Commitments, 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 outstanding Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Rate floor or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such each outstanding Class of Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such any existing Term B Loan due to the application of a Eurocurrency Rate floor or Base Rate floor higher than 1.25% or 2.25%, respectively, on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate floor or Base Rate floor applicable to such existing Term B Loan.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Prestige Brands 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 Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower Borrowers and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not 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, shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise as reasonably satisfactory to Administrative Agent (but in no event shall any such Incremental Facility have covenants and defaults materially more restrictive (taken as a whole) than those under this Agreement except for covenants and defaults applicable only to periods after the Administrative AgentLatest Maturity Date at the time of such Incremental Facility Closing Date); 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 (other than with respect to upfront fees, OID original issue discount or similar fees) to the applicable Term A Loans, Term B Loans or Class of 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 in right of security with the Revolving Credit Loans and the Term Loans,
(B) (i) with respect to as of the Incremental Term A LoansFacility Closing Date, shall not mature have a Maturity Date earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature earlier than thereof occurring after the Maturity Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereofDate),
(C) (i) with respect to shall have an amortization schedule as determined by the Borrowers and the applicable new Lenders, provided that, as of the Incremental Facility Closing Date, such Incremental Term A Loans, Loans shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term A Loans (as originally in effect prior to any amortization or prepayments thereto) on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 have, subject to clause (e)(iii) below, an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Parent Borrower Borrowers and the applicable Incremental Term Lenders, and,
(E) shall have fees determined by the Borrowers and the applicable Incremental Term Loan arranger(s),
(F) with respect to any Incremental Term Loans structured as term B loans, may include such “most favored nation” pricing protections and a lower minimum assignment amount than is required under Section 10.07(b)(ii)(A), as determined by the Borrowers and the applicable Lenders,
(G) 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 principal of Term Loans hereunder, as specified in the applicable Incremental Amendment., including, for the avoidance of doubt, on a less than pro rata basis permitting the Borrowers to repay any earlier maturing Term Loans prior to the repayment of the applicable Incremental Term Loans, and
(H) may not be (x) secured by any assets other than Collateral or (y) guaranteed by any Person other than a Guarantor;
(ii) the Incremental terms, provisions and documentation of any Revolving Credit Commitments and Incremental Revolving Loans:
(A) Commitment Increase 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 be identical 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 Datebeing increased, 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 ; provided that the Parent Borrower shall be permitted Borrowers and the applicable new Lenders may agree to permanently repay higher interest rates, upfront fees and terminate commitments of any such Class on a greater than a pro rata basis as compared Eurocurrency Rate or Base Rate floors in each applicable Incremental Amendment if the interest rate margins, upfront fees and Eurocurrency Rate or Base Rate floors with respect to any other Class with a later maturity date than such Class,
(F) shall provide that assignments and participations of Incremental the existing Revolving Credit Commitments are increased so as to cause the then applicable interest rate, upfront fees, and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Eurocurrency Rate or Base Rate floors under this Agreement on such Revolving Credit Commitments to equal the interest rate, upfront fees, 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 Eurocurrency Rate or Classes, as the case may be, of Commitments from the Classes constituting the Base Rate floors then 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 AgentCommitment Increase; 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 Borrowers 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 B Commitments, the All-In Yield applicable to such any Incremental Term B Loans that are structured as term A loans (each, an “Incremental Term A Loan”) 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 Initial Term B Loans established on the Effective Date Loan plus 50 basis points per annum unless unless, (x) if the Incremental Amendment provides for a new Class of Incremental Term A Loan, the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Initial Term B Loans established on the Effective Date Loan is increased so as to cause the then applicable All-In Yield under this Agreement on such the Initial Term B Loans Loan to equal the All-In Yield then applicable to the Incremental Term B Loans A Loan minus 50 basis points; provided that any increase in All-In Yield to such the Incremental Term B Loan due to the application of a Eurocurrency Rate or Base Rate floor on any Incremental Term B A Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate or Base Rate floor applicable to such the Initial Term B Loan or (y) if the Incremental Amendment provides for a Term Loan Increase to the Initial Term Loan, the Borrowers pay upfront fees to the Lenders with respect to the Initial Term Loan in an aggregate amount so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loan to equal the All-In Yield then applicable to the Term Loan Increase to the Initial Term Loan minus 50 basis points.
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 and any Loan Increase shall be as agreed between the Parent Borrower Representative and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not 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, shall be reasonably satisfactory to the 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, however, that if (x) the documentation governing any Incremental Loans that includes a Previously Absent Financial Maintenance Covenant consists of an Incremental Revolving Credit Commitment (whether or not the documentation therefor includes any other facilities) and (y) such Previously Absent Financial Maintenance Covenant is a “springing” financial maintenance covenant solely for the benefit of a Facility in respect of Revolving Credit Loans thereunder, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the benefit of any Term Facility hereunder); provided, further, 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 CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B 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 the Loan Increase) to the applicable Term A Loans, Term B Loans or Class of 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 pari passu equal in priority in right of payment and of security with the Initial Term Loans and the Revolving Credit Loans and under the Term LoansInitial Revolving Credit Facility,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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)Date,
(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 (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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 Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, shall have an Applicable Rate and amortization determined by the Parent Borrower Representative and the applicable Incremental Term Lenders, and
(E) 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, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunderunder Section 2.05(b)(i), 2.05(b)(ii) or 2.05(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 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 or in connection with any Refinancing thereof with Other Term Loans.
(ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(A) shall rank pari passu equal in priority in right of payment and of security with the Revolving Credit Loans under the Initial Revolving Credit Facility and the Initial Term Loans,
(B) shall not mature earlier than the Original Revolving Credit Facility Maturity Date with respect to the Revolving Credit Facilities established on the Fourth Restatement Effective Date (and shall not have any amortization payments prior to giving effect to any extensions thereof)maturity,
(C) [Reserved]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 outstanding Revolving Credit Loans), (2) repayments required upon the Maturity Date of the Incremental Revolving Credit Commitments, (3) repayments made in connection with any Refinancing Amendment establishing Other Revolving Credit Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments (subject to clause (E) below)) of Revolving Credit 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 outstanding Revolving Credit Commitments existing on the Incremental Facility Closing Date,
(D) shall be subject to the provisions of Sections Section 2.03(m) and Section 2.04(g) to the extent dealing in connection with Swing Line Loans and Letters of Credit and Swing Line Loans, respectively, which mature or expire after a Maturity Date when there exists at any time Incremental Revolving Credit Commitments with a longer later Maturity DateDate are outstanding, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders each Lender with Commitments a Revolving Credit Commitment in accordance with their its 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 Letters of Credit and 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, such Class of Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall may be made on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) with all other Revolving Credit Commitments existing on the such Incremental Facility Closing Date, except that the Parent Borrower Borrowers shall be permitted to permanently repay and terminate commitments Commitments in respect of any such Class of Revolving Credit Loans on a greater than a pro rata basis as compared to any other Class of Revolving Credit Loans with a later maturity date Maturity Date than such ClassClass or in connection with any Refinancing thereof with Other Revolving Credit Commitments,
(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) three different Maturity Dates unless otherwise agreed to by the Administrative Agent; , and
(H) shall have an Applicable Rate determined by the Parent Borrower Representative and the applicable Incremental Revolving Credit Lenders, subject to clause (e)(iii) below.
(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 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 made under Incremental Term B Commitments, the All-In Yield applicable to such Incremental Term B 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 Initial Term Loans or the Term B Revolving Credit Loans established on under the Effective Date Initial Revolving Credit Facility, as applicable, plus 50 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Rate Eurodollar or Base Rate floor) with respect to the Initial Term B Loans established on or the Effective Date Revolving Credit Loans under the Initial Revolving Credit Facility, as applicable, is increased so as to cause the then applicable All-In Yield under this Agreement on such the Initial Term B Loans or the Revolving Credit Loans under the Initial Revolving Credit Facility, as applicable, to equal the All-In Yield then applicable to the Incremental Term B Loans or Incremental Revolving Loans, as applicable, minus 50 basis points; provided that any increase in All-In Yield to such on the Initial Term B Loan Loans or the Revolving Credit Loans under the Initial Revolving Credit Facility due to the application of a Eurocurrency Eurodollar Rate or Base Rate floor on any Incremental Term B Loan or Incremental Revolving Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency the Eurodollar Rate or Base Rate floor applicable to such Term B LoanLoans.
Appears in 1 contract
Sources: Syndicated Facility Agreement (DTZ Jersey Holdings LTD)
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 and any Loan Increase 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 identical to the Closing Date Term A Loans, Term B Loans or any Class of Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (A) be reasonably satisfactory to the Administrative AgentRequired Lenders or (B) be not materially more restrictive to the Borrower (as determined by the Borrower), when taken as a whole, than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except, in each case under this clause (B), with respect to (x) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period after the Latest Maturity Date of the Closing Date Term Loans or Closing Date Revolving Facility, as 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 (y) a Previously Absent Financial Maintenance Covenant (so long as, (i) to the extent that any such 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, the Closing Date Term Loan Facility and the Delayed Draw Term Loan 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, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loan Facility, the Delayed Draw Term Loan Facility and the Closing Date Revolving Facility (provided that, at Borrower’s election, to the extent any term or provision that is more restrictive to the Borrower and its Subsidiaries than the terms and provisions hereunder is added for the benefit of the Lenders of Incremental Term Loans or Incremental Revolving Loans, no consent shall be required from the Required Lenders 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 under the Closing Date Term Loan Facility, the Delayed Draw Term Loan Facility and Closing Date Revolving Facility); 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 CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B 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 A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateDate (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 “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Administrative Agent to ensure 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) (x) shall rank pari passu 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 Revolving Credit Loans First Lien Obligations under this Agreement and be subject to the Term Loansapplicable Intercreditor Agreement or (2) be unsecured, in each case as applicable pursuant to Section 2.14(4)(d) above,
(Bii) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to for the then existing Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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),
(Ciii) (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 then existing Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to 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 Term B 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),
(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 Parent Borrower and the applicable Incremental Term Lenders; provided, andthat 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, the Administrative Agent and the AAL Last Out Representative 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,
(Ev) 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, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunderhereunder (except that, unless otherwise restricted under this Agreement, such Incremental Term Loans may participate on a 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) and (b)), as specified in the applicable Incremental Amendment.,
(iivi) shall be denominated in Dollars or, subject to the consent of the Administrative Agent and the AAL Last Out Representative (in each case, 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 Subsidiary other than the Collateral;
(b) the Incremental Revolving Credit Commitments and Incremental Revolving Loans:
(Ai) (x) shall rank pari passu 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 Revolving Credit Loans First Lien Obligations under this Agreement and be subject to the Term Loansapplicable Intercreditor Agreement or (2) be unsecured, in each case as applicable pursuant to Section 2.14(4)(d) above,
(Bii) shall not mature earlier than the Maturity Date for the Closing Date Revolving Facility, 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 or less than a pro rata basis (but not greater than a pro rata basis) with all other outstanding Revolving Credit Facilities established Commitments existing on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)such Incremental Facility Closing Date,
(Civ) [Reserved],
(D) shall be subject to the provisions of Sections 2.03(mSection 2.03(12) and 2.04(g2.04(7) to the extent dealing in connection with Swing Line Loans and Letters of Credit and Swing Line Loans, respectively, which mature or expire after a Maturity Date when there exists at any time Incremental Revolving Credit Commitments with a longer later Maturity DateDate are outstanding, shall provide that all Letters of Credit and Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders each Lender with Commitments a Revolving Commitment in accordance with their its percentage of the U.S. Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(mSections 2.03(12) and Section 2.04(g2.04(7), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit and Swing Line Loans and Letters of Credit theretofore incurred or issued),
(Ev) shall provide that the permanent repayment of Revolving Credit Loans in connection with respect to, and a termination of, of Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall may 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 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 Class Revolving Commitments with a later maturity date than such ClassIncremental Revolving Commitments), in each case, with all other Revolving Commitments existing on such Incremental Facility Closing Date,
(Fvi) 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,
(Gvii) 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 four (94) different Maturity Dates unless otherwise agreed to by the Administrative Agent; and,
(Hviii) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit Lenders,
(ix) shall be denominated in Dollars or, subject to the consent of the Administrative Agent and the AAL Last Out Representative (in each case, 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 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 50% 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 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, the Borrower and the relevant Issuing Banks and/or the Swing Line Lender, as applicable.
(iiic) the amortization schedule applicable to any Incremental Term Loans interest rate and the All-In Yield fees applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Parent 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 B CommitmentsLoan that is secured by the Collateral on a pari passu basis with the Liens securing the First Lien Obligations (but without control of remedies), the All-In Yield applicable to for such Incremental Term B 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 and the Delayed Draw Term B Loans established on the Effective Date Loans, plus 50 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Eurodollar Rate or Base Rate floor) with respect to the Closing Date Term B Loans established on and the Effective Date Delayed Draw Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on such the Closing Date Term B Loans and the Delayed Draw Term Loans to equal the All-In Yield then applicable to the Incremental Term B Loans Loans, minus 50 basis points; provided points per annum (it being understood that any increase in All-In Yield to such on the Closing Date Term B Loan Loans and the Delayed Draw Term Loans due to the application of a Eurocurrency Eurodollar Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency the Eurodollar Rate or Base Rate floor applicable to such Closing Date Term B LoanLoans or Delayed Draw Term Loans) (this proviso, the “MFN Provision”).
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Refinancing 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 Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicableTerm Loans, each existing on the Incremental Refinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise (a) if more favorable to the existing Lenders under the applicable Class of Term Loans, conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Term Lenders, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date or (c) reasonably satisfactory to the Administrative 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 (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(i) the Incremental Term Refinancing Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt (other than in right the case of payment and of security with the Revolving Credit Loans and the Term Loansany Permitted Earlier Maturity Debt),
(B) (i) with respect to Incremental Term A Loansas of the Refinancing Facility Closing Date, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans on Refinanced Debt (other than in the date case of incurrence of such Incremental Term A Loans any Permitted Earlier Maturity Debt),
(except by virtue of amortization C) shall have an Applicable Rate and Eurocurrency Rate or prepayment of the Term A Loans prior Base Rate floor (if any), and subject to the time of such incurrenceclauses (e)(i)(A) and (iie)(i)(B) with respect to Incremental Term B Loansabove, shall have a Weighted Average Life to Maturity not shorter than amortization determined by the remaining Weighted Average Life to Maturity of Borrower and the Term B 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)applicable Refinancing 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 or other amounts as determined by the Parent Borrower and the applicable Incremental Term Lenders, andRefinancing Lenders or arranger(s),
(E) (I) may participate on 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) (x) in the case of Refinancing Loans that rank junior in right of payment or junior in right of security, in each case, with the Obligations under Term Loans that are senior in right of payment or secured on a first lien basis, shall participate on a less than pro rata basis in any mandatory prepayments of Term Loans hereunder and (y) in the case of Refinancing Loans that rank pari passu in right of payment and security with the Obligations under Term Loans that are secured on a first lien basis, may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis, basis (except as expressly provided hereinfor prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y)) in any mandatory prepayments of such 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 not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and participations of Incremental Revolving Credit Commitments penalties thereon and Incremental Revolving Loans shall be governed by reasonable fees, expenses, OID and upfront fees associated with the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Incremental Facility Closing Daterefinancing,
(G) shall provide not be guaranteed by any Person that any Incremental Revolving Credit Commitments may constitute is not otherwise a separate Class or ClassesGuarantor, 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) (I) 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 same or Incremental Revolving Loans more junior rank in right 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 B Commitments, 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 payment with respect to the Term B Loans established on other Obligations as the Effective Date plus 50 basis points per annum unless applicable Refinanced Debt and (II) shall be secured solely by the interest rate (together with, as provided Collateral and shall have the same or more junior rank in the proviso below, the Eurocurrency Rate or Base Rate floor) right of security with respect to the Term B Loans established on other Obligations as the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable Refinanced Debt (and, to the Incremental Term B Loans minus 50 basis points; provided that any increase extent subordinated in All-In Yield to such Term B Loan due right of payment with respect to the application of other Obligations, subject to a Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation ofSubordination Agreement and/or a Second Lien Intercreditor Agreement, as applicableapplicable (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) any Eurocurrency Rate or Base Rate floor applicable other lien subordination arrangement reasonably satisfactory to such Term B Loanthe Borrower and the Administrative Agent); and
(ii) [Reserved].
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Incremental Refinancing Revolving Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans (or constituting a part of) any Class of Revolving Credit Commitmentsterm loans or revolving credit commitments, as applicable, each existing on the Incremental applicable Refinancing Facility Closing Date, shall be reasonably satisfactory to the Administrative Agent; provided that in the case of a Term A Loan Increaseconsistent with clause (i) or (ii) below, a Term B Loan Increase or a Revolving Commitment Increase of any Class of Revolving Credit Commitmentsas applicable, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase otherwise shall be identical (other than with respect to upfront fees, OID or similar feestaken as a whole) no more favorable (as reasonably determined by the Borrower) to the Refinancing Lenders than those applicable Term A Loans, Term B Loans to such Class (taken as a whole) being refinanced (except for (1) covenants or Class other provisions applicable only to periods after the Latest Maturity Date (as of Revolving Credit Commitments being increased, in each case, as existing on the Incremental applicable Refinancing Facility Closing Date) and (2) pricing, fees, rate floors, optional prepayment or redemption terms), unless the Lenders under the existing Facilities are given the benefit of such terms and provisions. In any event:
(i) the Incremental The Refinancing Term Loans:
(A) as of the Refinancing Facility Closing Date, shall rank pari passu in right not have a final scheduled maturity date earlier than the Maturity Date of payment and of security with the Revolving Credit Loans and the Term LoansRefinanced Debt,
(B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any 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 Term A Loans Refinanced Debt on the date of incurrence of such Incremental Term A Loans Refinancing Loans,
(except C) shall not be Guaranteed by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrence) any Person other than a Loan Party and (ii) with respect to Incremental Term B Loans, shall have not be borrowed by any Person other than a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B 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)Loan Party,
(D) shall not have an Applicable Rate anda 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 Parent Borrower and the applicable Incremental Term LendersAdministrative Agent, and
(EF) 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 mandatory prepayments of then existing Term A Loans hereunderunder Section 2.05, as specified in the applicable Incremental Refinancing Amendment.; and
(ii) the Incremental Refinancing Revolving Credit Commitments and Incremental Refinancing Revolving Loans:
(A) (1) shall rank pari passu in right of payment with the 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 Revolving Credit Loans and Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to an intercreditor agreement on terms reasonably satisfactory to the Term LoansAdministrative Agent,
(B) shall not mature have a final scheduled maturity date earlier than than, or mandatory scheduled commitment reductions prior to, 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)Refinanced Debt,
(C) [Reserved]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 with all other then existing Revolving Credit Commitments,
(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 Refinancing 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 Refinancing Revolving Credit Loans with respect to, and termination or reduction of, Incremental Refinancing Revolving Credit Commitments after the associated Incremental Refinancing Facility Closing Date shall be made on a pro rata basis basis, or on a less than (but not greater than pro rata basis) pro rata basis, with all other Revolving Credit Commitments existing on the Incremental Facility Closing Daterevolving credit commitments under this Agreement, except that the Parent Borrower shall be permitted to permanently repay and terminate commitments Commitments in respect of any such Class of Refinancing Revolving Loans on a greater than a pro rata basis as compared to any other Class of revolving credit loans under this Agreement with a later maturity date Maturity Date than such ClassClass or in connection with any refinancing thereof permitted by this Agreement,
(F) shall provide that assignments and participations of Incremental Refinancing Revolving Credit Commitments and Incremental 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 Incremental Refinancing Facility Closing Date,
(G) shall provide that not be Guaranteed by any Incremental Revolving Credit Commitments may constitute Person other than a separate Class or ClassesLoan Party and shall not be borrowed by any Person other than a Loan Party, 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 not have an Applicable Rate determined by a greater principal amount of Commitments than the Parent Borrower 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 applicable Incremental extent permanently terminated at the time of incurrence of such Refinancing Revolving Credit Lenders.
(iii) Commitments plus the amortization schedule applicable amount of any tender premium or penalty or premium required 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 paid under Incremental Term B Commitments, 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 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 the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate Refinancing Revolving Credit Commitments or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans 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 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 such Term B LoanRefinancing Revolving Loans.
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Sources: Amendment and Restatement Agreement (Valvoline Inc)