Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (and for the avoidance of doubt, no consent of the Administrative Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent); provided that to the extent any more restrictive financial maintenance covenant is added for the benefit of such Incremental Loans, such financial maintenance covenant shall be added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit Facility). In any event: (i) the Incremental Term Loans: (A) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments, (B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments, (C) shall have an Applicable Rate, and subject to clauses (e)(i)(A) and (e)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, (D) may participate 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 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization, (B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting 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 Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Company and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights and duties ofTerm Loans or Revolving Credit Commitments, or any fees or other amounts payable toas applicable, such each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent); provided Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit any corresponding existing Facility). In any event:
(i) the Incremental Term Loans:
(A) subject to shall rank pari passu in right of payment and of security with the Permitted Earlier Maturity Indebtedness Exception, Term Loans,
(B) shall not mature earlier than the Latest Maturity Date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (zy) constituting term loan A facilities other (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the then applicable Revolving Credit Commitments, if any,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term Loans; provided that Incremental Term Loans (x) constituting customary bridge facilities, so long as the long-term “b” loans Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (C) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (y) constituting term loan A facilities (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the then applicable Revolving Credit Commitments, if any,
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower Company and the applicable Incremental Term Lenders,, and
(DE) the Incremental Term Loans may participate on (1) a pro rata basis or non-pro rata basis in any voluntary prepayments of Term Loans hereunder and (2) 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 mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any mandatory prepayments of Term Loans hereunder, in each case, 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) any such Incremental Revolving Credit Commitments or Incremental shall rank pari passu in right of payment and of security with the Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than and the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationTerm Loans,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,not have any amortization;
(C) subject shall provide for the ability to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of permanently repay Revolving Credit Loans with respect to, and termination ofterminate, Incremental Revolving Credit Commitments after after, the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower Company shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,; and
(ED) assignments and participations shall not mature earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; andCommitments;
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower Company 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 Dollar denominated Incremental Term Loans incurred under the Ratio Incremental Amount and secured by Liens on the Collateral on a pari passu basis with the Obligations that is made on or prior to the date that is 6 months after the Closing Date (other than any Incremental Term Loans (i) that are incurred in connection with a Permitted Acquisition or other similar Investment not prohibited by this Agreement, (ii) that have a maturity date on or following the first anniversary of the Maturity Date of the Initial Term Loans or (iii) constituting customary bridge facilities or term loan A facilities (as determined by the Borrower in good faith)), if the All-In Yield applicable to any such Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 75 basis points per annum (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 75 basis points per annum, the “Yield Differential”) then the interest rate (together with with, as provided in the applicable Term SOFR floorproviso below, RFR the Eurocurrency or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to 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 (this provisoiii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the “MFN Protection”); provided further that notwithstanding Eurocurrency and Base Rate floors (but not the foregoingApplicable Rate) applicable to the Initial Term Loans shall be increased to the extent of such differential between interest rate floors;
(iv) assignments and participations of Incremental Commitments and Incremental Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments, the MFN Protection shall not apply to Incremental Terms Revolving Credit Loans incurred in a currency other than Dollars or Eurosand Term Loans, as applicable, on the Incremental Facility Closing Date; and
(v) any Incremental Revolving Credit Commitments or Incremental Term Loans may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (Term Loans, as determined by applicable, prior to the Borrower in good faith)Incremental Facility Closing Date.
Appears in 2 contracts
Sources: Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not consistent with the rights Initial Term Loans, Initial Term B-1 Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and duties of, or terms that apply solely to any fees or other amounts payable to, period after the Latest Maturity Date that is in effect on the effective date of such Administrative Agent); provided Incremental Amendment) (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such (A) Incremental LoansTerm Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent 144 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 (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date effectiveness of such Revolving Credit FacilityIncremental Amendment). In any event:
: (i) the Incremental Term Loans:
: (Ai) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date of the Initial Term Loans or Dollar Incremental the Initial Term B-1 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(Bii) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Initial Term B-1 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(Ciii) shall have an Applicable Rate, and subject to clauses (e)(i)(A) and (e)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,
, and (Div) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) 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:
: (Ai) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or Commitments, (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments repayment made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
, (Ciii) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Borrowers and the applicable Incremental Lenders providing such Incremental Commitments Commitments, and except as otherwise set forth herein, to the extent not substantially similar with the terms of the Initial Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Agent (except for (i) 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 and (ii) to the extent more restrictive, when taken as a whole, to the Par Borrower and its Restricted Subsidiaries, than the terms of the Initial Loans existing on the Incremental Facility Closing Date, terms that are added for the avoidance benefit of doubt, each Class of Loans remaining outstanding after the effectiveness of such Incremental Amendment (it being understood that no consent of the Administrative Agent shall be required except from the Agent or any of the Lenders to the extent affecting that such terms are also added for the rights and duties of, or any fees or other amounts payable to, benefit of each Class of Loans remaining outstanding after the effectiveness of such Administrative Agent); provided Incremental Amendment) (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansLoans or any Incremental Commitments, no consent shall be required from the Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is each Class remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date effectiveness of such Revolving Credit FacilityIncremental Amendment). In any event:
(i) the Incremental Term Loans:
(A) shall be unsecured or shall rank pari passu in right of payment and of security with the Loans (and to the extent subordinated in right of payment or security, shall be subject to an Additional Intercreditor Agreement, the Permitted Earlier Maturity Indebtedness Exception, Collateral Rights Agreements and the Intermediation Access Agreements or an alternate intercreditor and subordination arrangement reasonably satisfactory to the Agent),
(B) shall not mature earlier than the Maturity Date 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Term Loans; provided that Incremental Term Loans (x) incurred for purposes without giving effect to any prepayments 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 Initial Loans prior to the time of incurrence of such customary bridge facilities are to be converted or exchanged satisfies Incremental Loans that would otherwise modify the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsInitial Loans),
(CD) shall have an Applicable RateMargin, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Borrower Borrowers and the applicable Incremental Term Lenders,
(DE) the Incremental Loans 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 Loans shall be on a pro rata basis or less than pro rata basis (but and any Incremental Facility shall share not greater than ratably in any voluntary or mandatory prepayment of the Loans; provided, that each Class of Loans shall be prepaid prior to any Incremental Facility that is junior or subordinated in right of payment thereto; provided, further, that each Class of Loans shall be prepaid with any mandatory prepayments prior to any Incremental Facility that is unsecured, provided that, subject to the foregoing, any Incremental Facility may provide for the ability to participate on a greater than non-pro rata basis (other than with respect to in any mandatory voluntary 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,Loans.
(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 not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the The amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower Borrowers and the applicable Incremental 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 Incremental Loans secured on a pari passu basis with the Initial Loans that are made on or prior to the date that is twelve (12) months after the Closing Date, if the All-In Yield applicable to any such Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable the Initial Term Loans by more than 100 fifty (50) basis points per annum (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 fifty (50) basis points per annum, the “Yield Differential”) then the interest rate (together with with, as provided in the applicable Term SOFR floorproviso below, RFR the Eurocurrency Rate or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further provided, further, that, if any Incremental Loans include a SOFR or Base Rate floor that notwithstanding is greater than the foregoingSOFR or Base Rate floor applicable to any existing Class of Loans, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars such differential between SOFR or EurosBase 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 SOFR or Base Rate floor applicable to the existing Loans would cause an increase in the interest rate then in effect thereunder, and in such case the SOFR and Base Rate floors (but not the Applicable Margin) applicable to the existing Loans shall be increased to the extent of such differential between SOFR or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (Base Rate floors as determined by the Borrower in good faith)case may be.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Par Pacific Holdings, Inc.)
Required Terms. The termsAll policies provided for under this Article 7 must be from insurance companies which are rated at least B+:IX in the latest BEST'S INSURANCE GUIDE when admitted in California or, provisions and documentation of if not admitted in California, from companies rated at least A:X in the Incremental Term Loans and Incremental Term Commitments latest BEST'S INSURANCE GUIDE, or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class equivalent self-insurance that is acceptable to Landlord at its sole discretion. If BEST'S INSURANCE GUIDE shall be discontinued, then the parties shall establish comparable ratings from a similar, generally recognized standard regarding insurance companies. The liability insurance described in 7.1.1 above shall name Landlord as agreed between the Borrower an additional insured at no cost to Landlord. Such policies may not be canceled, amended or changed without thirty (30) days advance written notice to Landlord, and the applicable Incremental Lenders providing such Incremental Commitments (and for the avoidance of doubt, no consent of the Administrative Agent coverage shall be required except unqualified as to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent); provided that acceptance of liability for failure to the extent any more restrictive financial maintenance covenant is added for the benefit of such Incremental Loans, such financial maintenance covenant shall be added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit Facility). In any event:
(i) the Incremental Term Loans:
(A) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(C) shall have an Applicable Rate, and subject to clauses (e)(i)(A) and (e)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,
(D) may participate 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 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendmentnotify; provided, however, if the All-In Yield applicable any insurance company of Tenant agrees only to "endeavor" to notify Landlord of cancellation or change in any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) insurance coverage required under Section 7.1, then it shall be greater than the applicable Allresponsibility of Tenant to notify Landlord within twenty (20) days prior to such cancellation or change of insurance coverage. All such policies shall be "occurrence-In Yield payable pursuant based" policies except to the terms extent that "claims-made" policies are generally acceptable under reasonable risk management practices for similar ground lease projects in Santa Cl▇▇▇ ▇ounty, California. The foregoing insurance coverages shall be primary; any insurance of Landlord shall be noncontributory and only for the benefit of Landlord. All deductibles and self-insured retentions shall be in amounts generally maintained by owners of similar projects in Santa Cl▇▇▇ ▇ounty, California. Prior to the Commencement Date, Tenant shall deliver to Landlord original certificates of insurance evidencing the insurance coverages required under this Agreement as amended through Section 7.1 and otherwise containing the date information required under Section 6.3.1 above. At least thirty (30) days prior to the expiration of such calculation policies, Tenant shall furnish Landlord with respect to such applicable Initial Term Loans by more than 100 basis points per annum (evidence of renewal or binders showing no lapse in coverage and, as soon as practicable thereafter, certificates of renewal setting forth 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 the applicable Term SOFR floor, RFR or Base Rate floorinformation required under Section 6.3.1 above, as applicable) with respect . If Tenant fails to procure any insurance required by this Lease, or to deliver to Landlord such policies or certificates as required by this Lease, Landlord at its option may procure the applicable Initial Term Loans same for Tenant's account, and the cost thereof shall be increased paid to Landlord by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)Tenant upon demand.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Borrowers and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent the terms of any Incremental Term Loans are not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, existing on the Incremental Facility Closing Date, the terms of such Incremental Term Loans shall either, (x) not be materially more restrictive to the Borrowers (as determined by the Administrative Borrower in good faith), when taken as a whole, than the terms of the Term B Loans, except for 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 (and for the avoidance of doubt, no consent of y) be reasonably satisfactory to the Administrative Agent shall (it being understood that (I) 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 need not be required except reasonably satisfactory to the Administrative Agent and (II) to the extent affecting the rights and duties of, or that any fees Previously Absent Financial Maintenance Covenant or other amounts payable to, such Administrative Agent); provided that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansTerm Loans and Incremental Term Commitments, such financial maintenance covenant no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such Previously Absent Financial Maintenance Covenant or other covenant is also added for the benefit of the Revolving Credit Facility existing Term Loans); provided that then benefits from in the case of a financial maintenance covenant request to effect a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees) (it being understood that, if necessary to consummate such Term Loan Increase which is remaining outstanding (except intended to be fungible for U.S. federal income tax purposes, the interest rate margins and rate floors on the existing Class of Term Loans may be automatically increased and any call protection provision may be made more favorable to the extent such financial maintenance covenant is applicable only existing Lenders) to periods after the Latest Maturity Date of such Revolving Credit Facility)applicable Term Loans being increased 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, or junior in right of payment to, the Obligations under the then existing Term Loans and will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) to the extent (x) secured by any Applicable Lien, shall be subject to the Permitted Earlier Maturity Indebtedness ExceptionABL Intercreditor Agreement, the Second Lien Intercreditor Agreement and, if applicable, the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable,
(B) as of the Incremental Facility Closing Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date of the Initial Term Loans or Dollar Incremental Term B Loans; provided that any Incremental Term Loans (x) incurred for purposes of consummating in an aggregate amount not to exceed the then available Inside Maturity Basket may have 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature final scheduled maturity date earlier than the Maturity Date of the Revolving Credit CommitmentsTerm B Loans,
(BC) subject to as of the Permitted Earlier Maturity Indebtedness ExceptionIncremental Facility Closing Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term B Loans or (prior to any extension thereto) except as may be required to achieve fungibility with any existing term loan facility to the Dollar Incremental Term Loansextent intended to be fungible; provided that that, any Incremental Term Loans (x) incurred for purposes of consummating in an aggregate amount no to exceed the then available Inside Maturity Basket may have 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsTerm B Loans,
(CD) subject to clause (e)(iii) below, shall have an Applicable RateRate and Eurocurrency RateTerm SOFR or Base Rate floor (if any), and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower Borrowers and the applicable Incremental Term Lenders; provided that if the Applicable Rate and Eurocurrency RateTerm SOFR or Base Rate floor (if any) for a Term Loan Increase shall be higher than the Applicable Rate and Eurocurrency RateTerm SOFR or Base Rate floor (if any) for the Class being increased, then the Applicable Rate for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,
(DE) shall have fees, if any, determined by the Borrowers and the applicable Incremental Term Loan arranger(s), and
(F) may participate on a pro rata basis or less than or greater than pro rata basis in any voluntary prepayments of other Classes of Term Loans; and may participate on a pro rata basis or less than pro rata basis in any mandatory prepayments of Term Loans hereunder (but not on a greater than pro rata basis (other than with respect to any mandatory except for AHYDO Payments and prepayments of Term Loans pursuant to Section 2.05(b)(iii2.05(b)(iv) and Section 2.05(b)(vi)(A)(y)) 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date maturity, pricing and fees which shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed determined by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on Borrowers, the Incremental Facility Closing Date, and
(F) terms of 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 shall be reasonably satisfactory to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans Administrative Agent and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”Parent Borrower); provided further that that, notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred anything in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).this Section
Appears in 1 contract
Sources: First Lien Credit Agreement (Option Care Health, 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 Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class Commitment shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Commitments Term Loans or Incremental Term Commitments, and except as otherwise set forth herein, to the extent not substantially consistent with the Term Loans existing on the Incremental Tranche Closing Date (as determined by the Borrower and for conclusively evidenced by a certificate of the avoidance of doubtBorrower), no consent of shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise shall be reasonably satisfactory to the Administrative Agent shall be required except to the extent affecting the rights and duties of(in its capacity as such) (other than in respect of pricing, fees, rate floors, optional prepayment, redemption terms, amortization or any fees or other amounts payable tomaturity), such Administrative Agent); provided it being understood that to the extent any more restrictive financial maintenance covenant Previously Absent Financial Maintenance Covenant is added for the benefit of such any Incremental LoansTerm Loan or Incremental Term Commitment, such financial maintenance covenant 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 Revolving Credit Facility Term Loans existing on the Incremental Tranche Closing Date (it being understood that then benefits from a financial maintenance covenant and is remaining outstanding (except the terms of any Incremental Term Loans shall not be more favorable to the extent Lenders in respect of such financial maintenance covenant is applicable Incremental Term Loans (including through the addition of a Previously Absent Financial Maintenance Covenant) unless such terms only to periods apply after the Latest termination of the Initial Term Facility or this Agreement is amended such that the Initial Term Lenders receive the benefit of more favorable terms) or (B) only applicable after the Maturity Date of any Term Loan existing on the Incremental Tranche Closing Date. Notwithstanding the foregoing, in the case of a Term Loan Increase, the terms, provisions and documentation of such Revolving Credit Facility)Term Loan Increase shall be identical (other than with respect to underwriting, commitment or upfront fees, original issue discount or similar fees) to the applicable Term Loans being increased. In any event:,
(i) the each Incremental Term LoansLoan or Incremental Term Commitment:
(A) may (i) rank pari passu or junior in right of payment and in right of security with the other Loans or Commitments, as applicable, of such Class (subject to an Intercreditor Agreement or the Permitted Earlier Maturity Indebtedness ExceptionCollateral Trust Agreement, as applicable) or (ii) be unsecured;
(B) shall not mature earlier than the Maturity Date of with respect to 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,;
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or on the Dollar Incremental Term Loans; provided that date of incurrence of such Incremental Term Loans (x) incurred for purposes except by virtue of consummating a Permitted Acquisition amortization 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity prepayment of the Revolving Credit Commitments,Initial Term Loans prior to the time of such incurrence);
(CD) shall have an Applicable Ratefees and, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,
(D) may participate 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 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 to the extent pari passu in any Approved Currency,
(ii) right of payment and in right of security with the Term Loans existing on the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans Tranche Closing Date, shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made participation on a pro rata basis (orbasis, in the case of repayment, or on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on ), in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,Amendment.
(Eii) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In In-Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if that the All-In In-Yield applicable to any Incremental Term Loans (other than Incremental that are pari passu with the Initial Term Loans in right of payment and with respect to security and which constitute MFN Excluded Loans) are incurred prior to the 48 month anniversary of the Closing Date 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 such applicable the Initial Term Loans by more than 100 basis points per annum (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 50 basis points per annum, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, Adjusted LIBOR or Base Rate floor) with respect to such Initial Term Loans is increased so as to cause the then applicable All- In-Yield under this Agreement on such Initial Term SOFR floorLoans to equal the All-In-Yield then applicable to the Incremental Term Loans minus 50 basis points (such increase, RFR the “MFN Adjustment”); provided that (i) any increase in All-In-Yield to the Initial Term Loans due to the application of an Adjusted LIBOR floor or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any Adjusted LIBOR floor or Base Rate floor applicable to the Initial Term Loans, (ii) any amendment to the Applicable Margin on the Initial Term Loans that became effective after the Closing Date but prior to the incurrence of the Incremental Term Loans shall be included and (iii) if the Initial Term Loans or the Incremental Term Loans includes any LIBOR, EURIBOR or Base Rate floor, as applicable) with respect to and the published LIBOR, EURIBOR or Base Rate on the applicable Initial date of determination is less than such LIBOR, EURIBOR or Base Rate floor, the resulting difference will be equated to interest rate margin for purposes of this paragraph (ii);
(iii) there shall be no borrowers or guarantors in respect of such Incremental Term Loan that are not the Borrower or a Guarantor, and Incremental Term Loans shall not be increased secured by the applicable Yield Differential assets other than Collateral; and
(this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to iv) Incremental Terms Term Loans incurred in a currency other than Dollars or Eurosprior to January 1, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)2019 may only be used to finance Permitted Acquisitions.
Appears in 1 contract
Sources: Credit and Guaranty 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 Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights and duties ofTerm Loans or Revolving Credit Commitments, or any fees or other amounts payable toas applicable, such each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent); provided Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit any corresponding existing Facility). 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) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Latest Maturity Date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Series B-4 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,, and
(DE) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; 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) 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 (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationCommitments,
(BC) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments repayment made in connection with a permanent repayment and termination of commitments (subject to clause (DE) 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,
(CD) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(DE) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(EF) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(FG) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and.
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, that (A) with respect to any Loans under Incremental Term Loan Commitments or Incremental Revolving Credit Commitments made on or prior to the date that is 12 months after the Amendment No. 1 Effective Date, if the All-In Yield applicable to any such Incremental Term Loans (other than or Incremental Term Revolving Credit Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Series B-2 Term Loans by more than 100 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Benchmark or Base Rate floor) with respect to the Series B-2 Term Loans shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Benchmark or Base Rate floor that is greater than the Benchmark or Base Rate floor applicable to the Series B-2 Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii)(A) but only to the extent an increase in the Benchmark or Base Rate Floor applicable to the existing Series B-2 Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Benchmark and Base Rate floors (but not the Applicable Rate) applicable to the Series B-2 Term Loans shall be increased to the extent of such differential between interest rate floors, (B) with respect to any Term Loans under Incremental Term Loan Commitments made on or prior to the date that is 6 months after the Amendment No. 10 Effective Date, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Series B-3 Term Loans by more than 50 basis points per annum (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 Series B-3 Terms Loans plus 100 50 basis points per annum, the “Series B-3 Yield Differential”) then the interest rate (together with with, as provided in the applicable Term SOFR floorproviso below, RFR the Benchmark or Base Rate floor, as applicable) with respect to the applicable Initial Series B-3 Term Loans shall be increased by the applicable Series B-3 Yield Differential Differential; provided, further that, if any Incremental Term Loans include a Benchmark or Base Rate floor that is greater than the Benchmark or Base Rate floor applicable to the Series B-3 Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii)(B) but only to the extent an increase in the Benchmark or Base Rate Floor applicable to the existing Series B-3 Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Benchmark and Base Rate floors (but not the Applicable Rate) applicable to the Series B-3 Term Loans shall be increased to the extent of such differential between interest rate floors and (C) with respect to any Term Loans under Incremental Term Loan Commitments made on or prior to the date that is 6 months after the Amendment No. 10 Effective Date, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this provisoAgreement as amended through the date of such calculation with respect to Series B-4 Term Loans by more than 50 basis points per annum (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 Series B-4 Terms Loans plus 50 basis points per annum, the “MFN ProtectionSeries B-4 Yield Differential”); ) then the interest rate (together with, as provided further that notwithstanding in the foregoingproviso below, the MFN Protection Benchmark or Base Rate floor) with respect to the Series B-4 Term Loans shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined be increased by the Borrower applicable Series B-4 Yield Differential; provided, further that, if any Incremental Term Loans include a Benchmark or Base Rate floor that is greater than the Benchmark or Base Rate floor applicable to the Series B-4 Term Loans, such differential between interest rate floors shall be included in good faith)the calculation of All-In Yield for purposes of this clause (iii)(C) but only to the extent an increase in the Benchmark or Base Rate Floor applicable to the existing Series B-4 Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Benchmark and Base Rate floors (but not the Applicable Rate) applicable to the Series B-4 Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Company and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights and duties ofTerm Loans or Revolving Credit Commitments, or any fees or other amounts payable toas applicable, such each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent); provided Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit any corresponding existing Facility). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu in right of payment and of security with the Term Loans,
(B) subject to the theother than any Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Latest Maturity Date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such Incremental Term Loans; provided that (x) this clause (B) shall not apply to 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or and (z) y), in the case of any Incremental Term Loans constituting term loan A facilities other (as determined by the Borrower in good faith) that is incurred in reliance on clause (c) of the definition of Permitted Earlier Maturity Indebtedness, such Incremental Term Loans shall not mature earlier than the Maturity Date of the then applicableAmendment No. 8 Revolving Credit Commitments, if any,
(C) subject to theother than any 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 Term Loans; provided that (x) this clause (C) shall not apply to Incremental Term Loans constituting customary bridge facilities, so long as the long-term “b” loans Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (C) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges and (y) in the case of any Incremental Term Loans constituting term loan A facilities (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity of such Incremental Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the then applicable Revolving Credit Commitments, if any,,
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower Company and the applicable Incremental Term Lenders,, and
(DE) the Incremental Term Loans may participate on (1) a pro rata basis or non-pro rata basis in any voluntary prepayments of Term Loans hereunder and (2) 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 mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any mandatory prepayments of Term Loans hereunder, in each case, 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) any such Incremental Revolving Credit Commitments or Incremental shall rank pari passu in right of payment and of security with the Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than and the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationTerm Loans,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,not have any amortization;
(C) subject shall provide for the ability to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of permanently repay Revolving Credit Loans with respect to, and termination ofterminate, Incremental Revolving Credit Commitments after after, the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower Company shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,; and
(ED) assignments and participations shall not mature earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; andCommitments;
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower Company 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 (x) any Dollar denominated Incremental Term Loans incurred under the Ratio Incremental Amount and secured by Liens on the Collateral on a pari passu basis with the Obligations that is made on or prior to the date that is 6 months after the Closing Date (other than any Incremental Term Loans (i) that are incurred in connection with a Permitted Acquisition or other similar Investment not prohibited by this Agreement, (ii) that have a maturity date on or following the first anniversary of the Maturity Date of the Initial Term Loans or (iii) constituting customary bridge facilities or term loan A facilities (as determined by the Borrower in good faith)), if the All-In Yield applicable to any such Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 75 basis points per annum (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 75 basis points per annum, the “Initial Term Loan Yield Differential”) then the interest rate (together with with, as provided in the applicable proviso below, the Term SOFR floor, RFR Benchmark or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Initial Term Loan Yield Differential Differential; provided, further that, if any Incremental Term Loans include a Term Benchmark or Base Rate floor that is greater than the Term Benchmark 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 (this provisox)(iii) but only to the extent an increase in the Term Benchmark or Base Rate Floor applicable to the existing Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the “MFN Protection”); provided further that notwithstanding Term Benchmark and Base Rate floors (but not the foregoing, Applicable Rate) applicable to the MFN Protection Initial Term Loans shall not apply be increased to the extent of such differential between interest rate floors and (y) any Dollar denominated Incremental Terms Term Loans incurred in under the Ratio Incremental Amount and secured by Liens on the Collateral on a currency pari passu basis with the Amendment No. 4 Term Loans that is made on or prior to the date that is 6 months after the Amendment No. 4 Effective Date (other than Dollars any Incremental Term Loans (i) that are incurred in connection with a Permitted Acquisition or Eurosother similar Investment not prohibited by this Agreement, as applicable (ii) that have a maturity date on or consisting following the first anniversary of the Maturity Date of the Amendment No. 4 Term Loans or (iii) constituting customary bridge facilities or constituting term loan A facilities other than term “b” loans (as determined by the Borrower in good faith).), if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Amendment No. 4 Term Loans by more than 75 basis points per annum (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 Amendment No. 4 Terms Loans plus 75 basis points per annum, the “Amendment No. 4
Appears in 1 contract
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 Class, including any Loan Increase, shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent); provided that not identical to the extent any Term A-1 Loans, Term A-2 Loans, Term B Loans or Revolving Credit Commitments, as applicable, existing on the Incremental Facility Closing Date, shall be no more restrictive financial maintenance covenant is added for favorable to the benefit of Incremental Lenders or holders providing such Incremental LoansFacility than those applicable to the Term A-1 Facility, such financial maintenance covenant shall be added for the benefit of the Term A-2 Facility, Term B Facility, and/or Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding Facility, as applicable (except to the extent (1) such financial maintenance covenant is terms are conformed (or added) in this Agreement for the benefit of any remaining Term A-1 Facility, Term A-2 Facility, Term B Facility, and/or Revolving Credit Facility, as applicable, pursuant to an amendment to this Agreement subject solely to the reasonable satisfaction of the Administrative Agent and the Borrower or (2) applicable only solely to periods after the Latest Maturity Date of such any remaining Term A-1 Facility, Term A-2 Facility, Term B Facility, and/or Revolving Credit Facility, as applicable, existing at the time of the incurrence of such Incremental Facility); provided that in the case of a Term A-1 Loan Increase, Term A-2 Loan Increase, Term B Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term A-1 Loan Increase, Term A-2 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-1 Loans, Term A-2 Loans, Term B Loans or Revolving Credit Commitments being increased, in each case, as existing on the applicable Incremental Facility Closing Date. In any event:
(i) the Incremental Term LoansLoans under any Incremental Term Loan Facility:
(A) shall rank equal or junior in right of payment of and of security with the Term A-1 Loans, the Term A-2 Loans, the Term B Loans and the 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-1 Loans, the Term A-2 Loans, the Term B Loans and the Revolving Credit Loans shall be subject to an intercreditor agreement on terms reasonably acceptable to the Permitted Earlier Maturity Indebtedness Exception, Administrative Agent and the Borrower;
(B) shall not mature earlier than the Maturity Date of with respect to the Initial then existing Term B Facility (or if no Term B Loans or Dollar Incremental are then outstanding, the Term LoansA Facility); provided that Incremental any Inside Term Loans (x) incurred for purposes of consummating Loan Facilities may have 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature final maturity no earlier than the latest Maturity Date of the Revolving Credit Commitments,Term A-1 Facility and/or the Term A-2 Facility;
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial then existing Term B Loans (or if no Term B Loans are then outstanding, the Dollar Term A Facility) on the date of incurrence of such Incremental Term Loans; provided that Incremental the weighted average life to maturity of any Inside 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 Loan Facilities shall be converted or exchanged satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Revolving Credit Commitments,Term A-1 Facility and/or the Term A-2 Facility;
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Af)(i)(B) and (e)(i)(Bf(i)(C) above and clause (e)(iiif)(iii) below, shall have an Applicable Rate and amortization determined by the Borrower and the applicable Incremental Term Lenders,;
(DE) may participate 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 mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) 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 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
(EF) shall not be available secured by any assets not constituting Collateral and shall not be Guaranteed by any Person other than the Guarantors and the borrower in any Approved Currency,respect of such Incremental Facility shall be either Ashland or Ashland Netherlands;
(ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the under any Incremental Revolving Credit Commitments Facility:
(A) shall rank equal in right of payment and of security with the Revolving Credit Loans, other the Term A-1 Loans, the Term A-2 Loans and the Term B Loans;
(B) shall not mature earlier than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental the then existing 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,Facility;
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except provide that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Incremental Facility Closing Date, and;
(FD) shall provide than any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments revolving credit commitments under this Agreement prior to the Incremental Facility Closing Date; provided at no time shall there be revolving credit commitments hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates unless otherwise agreed to be by the Administrative Agent;
(E) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Credit Lenders; and
(F) shall not be secured by any assets not constituting Collateral, shall not be Guaranteed by any Person other than a Guarantor, and the borrower in respect of such Incremental Revolving Credit Facility shall be either Ashland or Ashland Netherlands;
(iii) the amortization schedule applicable with respect to any Loans made under Incremental Term Loans and Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any Incremental Term 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 such applicable Initial the Term B Loans by more than 100 plus 50 basis points per annum unless the interest rate (together with, as provided in the amount of such excess of proviso below, the Eurodollar or Base Rate floor) with respect to the Term B Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Term B Loans to equal the All-In Yield then applicable to such Incremental Term Loans over the sum of the minus 50 basis points; provided that any increase in All-In Yield applicable on the Term B Loans due to the applicable Initial Terms Loans plus 100 basis points per annum, the “Yield Differential”) then the interest rate (together with the applicable Term SOFR floor, RFR application of a Eurodollar or Base Rate floorfloor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) with respect the Eurodollar or Base Rate floor applicable to such Loans; 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 applicable Initial Term Loans shall be increased by the applicable Yield Differential immediately preceding clause (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faithiii).
Appears in 1 contract
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 and any Loan Increase shall be as agreed between the Borrower Representative and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for except as otherwise set forth herein, to the avoidance of doubtextent not identical to the Loans existing on the Incremental Facility Closing Date, no consent of shall be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be required except have been given prompt written notice thereof and this Agreement is amended to the extent affecting the rights and duties of, or any fees or other amounts payable to, include such Administrative Agent); provided that to the extent any more restrictive financial maintenance covenant is added Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Loan Increase, the terms, provisions and documentation of such Incremental Loans, such financial maintenance covenant Loan Increase shall be added for 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 benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant interest rate margins and is remaining outstanding (except rate floors may be increased and additional upfront or similar fees may be payable to the extent such financial maintenance covenant is lenders providing the Loan Increase) to the applicable only to periods after Loans being increased, in each case, as existing on the Latest Maturity Date of such Revolving Credit Facility)Incremental Facility Closing Date. In any event:
(i) the Incremental Term Loans:
(A) subject to shall rank equal in priority in right of payment and of security with the Permitted Earlier Maturity Indebtedness Exception, Initial Loans,
(B) shall not mature earlier than the Original Term Loan Maturity Date 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit CommitmentsDate,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or on the Dollar date of incurrence of such Incremental Term Loans; provided that Incremental Term Loans (x) incurred for purposes except by virtue of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilities, so long as prepayment of Loans prior to the long-term Indebtedness into which time of such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faithincurrence), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iiie)(ii) below, shall have an Applicable Rate and amortization determined by the Borrower Representative and the applicable Incremental Term Lenders,, and
(DE) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) 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; provided , except that the Borrower Borrowers shall be permitted to prepay permanently repay and terminate any such Class of Term Loans on a better greater than a pro rata basis as compared to any other Class of Term Loans with a later maturity date Maturity Date than such Class; and
(E) shall be available Class or in connection with any Approved Currency,Refinancing thereof with Other Loans.
(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 not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower Representative and the applicable Incremental Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if that the All-In Yield applicable to any such Incremental Term 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 such applicable Initial Term Loans by more than 100 plus 50 basis points per annum unless the Applicable Rate (together with, as provided in the amount of such excess of 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 such the Incremental Term Loans over the sum of the minus 50 basis points; provided that any increase in All-In Yield applicable on the Initial Loans due to the applicable Initial Terms Loans plus 100 basis points per annum, the “Yield Differential”) then the interest rate (together with the applicable Term SOFR floor, RFR application of a Eurodollar Rate or Base Rate floorfloor on any Incremental Loan shall be effected solely through an increase in (or implementation of, as applicable) with respect the Eurodollar Rate or Base Rate floor applicable to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)such Loans.
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 Credit Loans and Incremental Revolving Credit Loan Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Term Loan Lenders providing such Incremental Commitments (Term Loan Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent); provided that not identical to the extent Term Loans existing on the Incremental Facility Closing Date, shall be materially no more favorable to the Incremental Term Loan Lenders providing such Incremental Term Loans than the terms, provisions and documentation of the Term Loans existing on the Incremental Facility Closing Date to the then-existing Term Loan Lenders (except for terms, provisions or documentation applicable only after the latest maturity date of any more restrictive financial maintenance covenant is then-existing Term Loans or such terms, provisions or documentation are added for the benefit of such Incremental Loans, such financial maintenance covenant shall be added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit Facilityall Lenders hereunder). In any event:,
(i) the Incremental Term Loans:
(A) subject to shall rank pari passu in right of payment and of security with the Permitted Earlier Maturity Indebtedness Exception, Term Loans;
(B) shall not mature earlier than the Maturity Date latest maturity date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such Incremental Term Loans; provided that that, at no time shall there be Term Loans hereunder (including Incremental Term Loans (xLoans) 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other have more 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 three different Maturity Date of the Revolving Credit Commitments,Dates;
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not no shorter than the remaining Weighted Average Life to Maturity of the Initial any Term Loans or outstanding at the Dollar time of incurrence of such 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,;
(CD) subject to Section 2.16(e)(i)(B) above and Section 2.16(e)(ii) below, shall have an Applicable Rate, applicable rate and subject to clauses (e)(i)(A) and (e)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Loan Lenders,; and
(DE) may participate 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 mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity dateforegoing, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Effective Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments Loan Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments, if the All-In Effective Yield applicable to any such Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall 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 such applicable Initial any then-existing Term Loans by more than 100 50 basis points per annum (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 annumexcess, the “Yield Differential”) ), then the interest rate (together with the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial each Class of such then-existing Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)Differential.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights and duties ofTerm Loans or Revolving Credit Commitments, or any fees or other amounts payable toas applicable, such each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent); provided Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant shall be (x) is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and Initial Term Loans or (y) is remaining outstanding (except to the extent such financial maintenance covenant is only applicable only to periods after the Latest Maturity Date of such Revolving Credit Facilitythe Initial Term Loans). In any event:
(i) the Incremental Term Loans:
(A) subject to shall rank pari passu in right of payment and of security with the Permitted Earlier Maturity Indebtedness ExceptionRevolving Credit Loans and the Term Loans, shall not be secured by any asset other than the Collateral and shall not be guaranteed by any Person other than the Guarantors,
(B) shall not mature earlier than the Latest Maturity Date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental then-existing 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,, and
(DE) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; 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) 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, shall not be secured by any asset other than the Collateral and shall not be guaranteed by any Person other than the Guarantors,
(iB) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationCommitments,
(BC) 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 (32) repayments repayment made in connection with a permanent repayment and termination of commitments (subject to clause (DE) 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,
(CD) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(DE) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(EF) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date,
(G) in the case of a Revolving Commitment Increase, the Maturity Date of such Revolving Commitment Increase shall be the same as the Maturity Date of the Revolving Credit Facility, such Revolving Commitment Increase shall require no scheduled amortization or mandatory commitment reduction prior to the Maturity Date of the Revolving Credit Facility at the time of incurrence of such Revolving Commitment Increase, and such Revolving Commitment Increase shall be effected as an increase in commitments under the Revolving Credit Facility and on the exact same terms and pursuant to the exact same documentation applicable to the Revolving Credit Facility (it being understood that, if required to consummate a Revolving Commitment Increase, the pricing, interest rate margins, rate floors and undrawn fees on the existing Revolving Credit Facility may be increased, but additional upfront or similar fees may be payable to the Incremental Lenders providing the Revolving Commitment Increase without any requirement to pay such amounts to the existing Revolving Credit Lenders), and
(FH) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and.
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any such Incremental Term 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 such applicable Initial Term Loans by more than 100 plus 50 basis points per annum unless the interest rate (together with, as provided in the amount proviso below, the Eurocurrency or Base Rate floor) with respect to the Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on each outstanding Class of such excess of Term Loans to equal the All-In Yield then applicable to such the Incremental Term Loans over the sum of the minus 50 basis points; provided further that any increase in All-In Yield applicable to any existing Term Loan due to the applicable Initial Terms Loans plus 100 basis points per annum, the “Yield Differential”) then the interest rate (together with the applicable Term SOFR floor, RFR application of a Eurocurrency or Base Rate floorfloor on any Incremental Term Loan or Incremental Revolving Credit Loan shall be effected solely through an increase in (or implementation of, as applicable) with respect any Eurocurrency or Base Rate floor applicable to the applicable Initial such existing Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars Loan or EurosRevolving Credit Facility, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)applicable.
Appears in 1 contract
Required Terms. The terms and provisions of any Incremental Revolving Loans and Incremental Revolving Commitments shall have terms identical (other than with respect to upfront fees, OID or similar fees) to the then-outstanding Class, if any, of revolving Loans and revolving Commitments (which, on the Closing Date, shall be the Revolving Loans and the Revolving Commitments). Except as set forth in clauses (a) through (c) below, 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 and any Increase comprising Incremental Term Commitments shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent); provided that to the extent any more restrictive financial maintenance covenant is added for the benefit of such Incremental Loans, such financial maintenance covenant shall be added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is terms (other than pricing, amortization, mandatory prepayments, final maturity date and other economic terms) are not identical to the Closing Date Term Loans existing on the Incremental Facility Closing Date, terms (other than pricing, amortization, mandatory prepayments, final maturity date and other economic terms) of such Incremental Term Loans shall either, at the option of the Borrower, (i) be not materially more restrictive to the Borrower when taken as a whole (as determined by the Borrower in good faith) than the terms of the Closing Date Term Loans except with respect to covenants and other terms applicable only to periods after the Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments, or (ii) if clause (i) is not satisfied, be reasonably satisfactory to the Administrative Agent (provided that, at the Borrower’s election, to the extent any term or provision is added for the benefit of 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 Revolving Credit Facilityterm or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans; provided that in the case of an Increase comprising Incremental Term Loans, the terms, provisions and documentation of such Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date (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 the 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) subject shall either rank equal in priority of right of payment with the Closing Date Term Loans or junior in priority of right of payment to the Permitted Earlier Maturity Indebtedness ExceptionClosing Date Term Loans under this Agreement (as determined by the Borrower) and to the extent secured, shall rank equal or junior in Lien priority with the Closing Date Term Loans under this Agreement;
(II) shall not mature earlier than the Original Term Loan Maturity Date 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit CommitmentsDate,
(BIII) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Closing Date Term Loans or on the Dollar date of incurrence of such Incremental Term Loans; provided that Incremental Term Loans Loan,
(xIV) 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 subject to be converted or exchanged satisfies the requirements of this clause (B5)(a)(III) above and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or clause (z5)(c) constituting term loan facilities other than term “b” loans (as below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders (provided, that if such Incremental Term Loans are to be “fungible” with any then-existing Class of Term Loans notwithstanding any other conditions specified in good faiththis 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 ensure that the Incremental Term Loans will be (or will be deemed to be) “fungible” with such Class of Term Loans),
(V) 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 prepayment of Term Loans under Section 2.05(2)(a), (b) or (d) (but in the case of clause (d), only to the extent such Incremental Term Loans are established under this Agreement), in each case, shall only require that as specified in the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitmentsapplicable Incremental Amendment,
(CVI) shall have an Applicable Ratebe denominated in Dollars or, and subject to clauses the consent of the Administrative Agent (e)(i)(A) and (e)(i)(B) above and clause (e)(iii) belownot to be unreasonably withheld, amortization conditioned or delayed), another currency as determined by the Borrower and the applicable Incremental Term Lenders,
(DVII) may participate on a pro rata basis or less than pro rata basis (but shall not on a greater than pro rata basis (at any time be guaranteed by any Person other than with the Loan Parties, and
(VIII) the obligations in respect to thereof shall not be secured by any mandatory prepayments of Term property or assets other than the Collateral;
(b) any Incremental 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 are unsecured shall be permitted evidenced by a note in a form reasonably satisfactory 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 Classthe Required Lenders and the Borrower; and
(E) shall be available in any Approved Currency,
(iic) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest Applicable Rate and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, if that with respect to Incremental Term Loans that are secured by the All-In Collateral and rank equal in Lien priority with the Obligations under this Agreement, the Effective Yield applicable to any such Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded 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 such applicable Initial the Closing Date Term Loans by more than 100 plus 50 basis points per annum unless the Applicable Rate with respect to the Closing Date Term Loans is increased so as to cause the Effective Yield then applicable under this Agreement with respect to the Closing Date Term Loans to equal the Effective Yield then applicable to such Incremental Term Loans minus 50 basis points per annum (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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN ProtectionProvision”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).
Appears in 1 contract
Sources: Credit Agreement (Mallinckrodt PLC)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be reasonably satisfactory to the Administrative Agent or as are otherwise as agreed between the Lead Borrower and the applicable Incremental Lenders providing such Incremental Commitments (and for the avoidance of doubt, no consent of the Administrative any Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent); provided that to the extent any more restrictive financial maintenance covenant is added for the benefit of such Incremental Loans, such financial maintenance covenant shall be added for the benefit of the Revolving Credit Facility that then benefits from a such financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit Facility). In any event:
(i) the Incremental Term Loans:
(A) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date 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-long- term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan A facilities other than term “b” loans (as determined by the Lead Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,, 4849-7283-2717 140
(B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the 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-long- term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan A facilities other than term “b” loans (as determined by the Lead Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(C) shall have an Applicable Rate, and subject to clauses (e)(i)(A) and (e)(i)(B) above and clause (e)(iii) below, amortization determined by the Lead Borrower and the applicable Incremental Term Lenders,, and
(D) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower 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; 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature mature, require scheduled amortization or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationCommitments,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a 4849-7283-2717 141 maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Lead Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 75 basis points per annum (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 75 basis points per annum, the “Yield Differential”) then the interest rate (together with the applicable Eurocurrency RateApplicable Term SOFR floor, RFR Floor or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan A facilities other than term “b” loans (as determined by the Lead Borrower in good faith).
Appears in 1 contract
Sources: Credit Agreement (Bumble Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not substantially similar with the rights terms of the Initial Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and duties of, or terms that apply solely to any fees or other amounts payable to, period after the Latest Maturity Date that is in effect on the effective date of such Administrative Agent); provided Incremental Amendment) (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansLoans 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 shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is each Class remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date effectiveness of such Revolving Credit FacilityIncremental Amendment). 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 Loans (and to the extent subordinated in right of payment or security, shall be subject to an Additional Intercreditor Agreement and the Permitted Earlier Maturity Indebtedness Exception, ABL Intercreditor Agreement or an alternate intercreditor and subordination arrangement reasonably satisfactory to the Administrative Agent),
(B) shall not mature earlier than the Maturity Date 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Term Loans; provided that Incremental Term Loans (x) incurred for purposes without giving effect to any prepayments 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 Initial Loans prior to the time of incurrence of such customary bridge facilities are to be converted or exchanged satisfies Incremental Loans that would otherwise modify the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsInitial Loans),
(CD) shall have an Applicable RateMargin, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Term Lenders,
(DE) the Incremental Loans 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 Loans shall be on a pro rata basis or less than pro rata basis (but and any Incremental Facility shall share not greater than ratably in any voluntary or mandatory prepayment of the Loans; provided, that each Class of Loans shall be prepaid prior to any Incremental Facility that is junior or subordinated in right of payment thereto; provided, further, that each Class of Loans shall be prepaid with any mandatory prepayments prior to any Incremental Facility that is junior in lien priority thereto, provided that, subject to the foregoing, any Incremental Facility may provide for the ability to participate on a greater than non-pro rata basis (other than with respect to in any mandatory voluntary 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,Loans.
(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 not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the The amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental 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 Incremental Loans secured on a pari passu basis with the Initial Loans that are made on or prior to the date that is twelvesix (126) months after the Closing DateAmendment No. 1 Effective Date (other than any Incremental Loans that matures one year of more after the Maturity Date of the Initial Loans), if the All-In Yield applicable to any such Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable the Initial Term Loans by more than 100 fifty (50) basis points per annum (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 fifty (50) basis points per annum, the “Yield Differential”) then the interest rate (together with with, as provided in the applicable Term SOFR floorproviso below, RFR the Eurocurrency Rateeurocurrency rate or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further provided, further, that, if any Incremental Loans include a SOFR or Base Rate floor that notwithstanding is greater than the foregoingSOFR or Base Rate floor applicable to any existing Class of Loans, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars such differential between SOFR or EurosBase 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 SOFR or Base Rate floor applicable to the existing Loans would cause an increase in the interest rate then in effect thereunder, and in such case the SOFR and Base Rate floors (but not the Applicable Margin) applicable to the existing Loans shall be increased to the extent of such differential between SOFR or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (Base Rate floors as determined by the Borrower in good faith)case may be.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Delek US Holdings, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (and for the avoidance of doubt, no consent of the Administrative Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent); provided that to the extent any more restrictive financial maintenance covenant is added for the benefit of such Incremental Loans, such financial maintenance covenant shall be added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit Facility). In any event:
(i) the Incremental Term Loans:
(A) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting customary term loan A facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting customary term loan A facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(C) shall have an Applicable Rate, and subject to clauses (e)(i)(A) and (e)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,, and
(D) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and;
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (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 the applicable Term SOFR floor, RFR Eurocurrency Rate or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting customary term loan A facilities other than term “b” loans (as determined by the Borrower in good faith).
Appears in 1 contract
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 Loan Commitments, as the case may be, of any Class Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Incremental Lenders providing Lenders; provided that, to the extent the terms of such Incremental Commitments (and for are not consistent with the avoidance of doubt, no consent of the Administrative Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent); provided that to the extent any more restrictive financial maintenance covenant is added for the benefit of such Incremental Loans, such financial maintenance covenant shall be added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding Facilities (except to the extent such financial maintenance covenant is applicable only to periods after permitted by this Section 2.14), the Latest Maturity Date terms of such Revolving Credit Facility)Incremental Commitments shall be reasonably satisfactory to the Administrative Agent. In any event:
(i) the Incremental Term Loans:
(A) subject to shall rank pari passu in right of payment and of security with the Permitted Earlier Maturity Indebtedness Exception, Revolving Credit Loans and the Term Loans;
(B) shall not mature earlier than the Latest Maturity Date of the Initial Delayed Draw Term A Loans or Dollar outstanding at the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,;
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, [reserved];
(D) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Delayed Draw Term A Loans (or, if the Initial initial Delayed Draw Term A Loan Funding Date has not yet occurred and there is no other Class of Term Loans or outstanding hereunder, of the Dollar Incremental Delayed Draw Term Loans; provided A Loans assuming on any date of determination that Incremental Term such Loans are outstanding);
(xE) 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 subject to be converted or exchanged satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (zD) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each caseabove, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(C) shall have an Applicable Rate, and subject to clauses (e)(i)(A) and (e)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,;
(DF) subject to clause (iii) below, shall have an Applicable Margin determined by the Borrower and the applicable Incremental Term Lenders;
(G) shall be incurred in Dollars; and
(H) may participate 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 mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any mandatory prepayments of Delayed Draw Term A Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower ;
(I) all other material terms of any Incremental Term Loans shall be permitted substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to prepay any Class of the Lenders providing such Incremental Term Loans on a better than a pro rata basis as compared than, those applicable to any other Class of the then-existing Term Loans with a later maturity date than such Class; and
(E) shall be available in any Approved Currency,except for covenants or other provisions applicable only to periods after the Latest Maturity Date of the then-existing Term Loans);
(ii) the all material terms (other than with respect to margin, pricing, maturity or fees) of any Incremental Revolving Credit Commitments Loan Commitment and Incremental Revolving Credit Loans under such Incremental Revolving Loan Commitment shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than otherwise reasonably acceptable to the Administrative Agent; it being understood and agreed that covenants or other provisions applicable only to the periods after the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to then-existing Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Dateshall be acceptable, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classessubject, solely as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to administrative matters to the Incremental Facility Closing Date; andconsent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed);
(iii) the amortization schedule applicable with respect to any Incremental Term Loans Loan, the interest rate and the All-In Yield fee provisions applicable to the such Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments Lenders, and shall be set forth in each applicable Incremental Amendment;
(iv) [reserved]; provided, however, if and
(v) to the All-In Yield applicable to extent any Incremental Term Loans (other than are made in the form of a Term Loan Increase or are Incremental Term Loans which constitute MFN Excluded with the same terms as the Delayed Draw Term A Loans, the scheduled amortization payments under Section 2.07(a) shall required to be greater than made after the applicable All-In Yield payable pursuant to the terms making of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be ratably increased by the applicable Yield Differential aggregate principal amount of such Incremental Term Loans and shall be further increased for all Lenders on a pro rata basis to the extent necessary (this proviso, x) to avoid any reduction in the amortization payments to which the Term Lenders were entitled before such recalculation and (y) so that such Term Loan Increase or are Incremental Term Loans and the existing Delayed Draw Term A loans form the same Class of Delayed Draw Term A Loans and to permit “MFN Protection”); provided further that notwithstanding fungibility” with the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)existing Delayed Draw Term A 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 Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the relevant Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights and duties ofTerm Loans or Revolving Credit Commitments, or any fees or other amounts payable toas applicable, such each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent); provided Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit any corresponding existing Facility). In any event:
(i) the Incremental Term Loans:
(A) shall, subject to any limitations imposed by, or the Permitted Earlier Maturity Indebtedness Exceptionoperation of, applicable Law and the terms of this Agreement and any other relevant Loan Documents, including the application of the Agreed Security Principles and the matters contemplated thereby, 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 Latest Maturity Date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental then-existing 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the relevant Borrower and the applicable Incremental Term Lenders,, and
(DE) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).
Appears in 1 contract
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 and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders, and except as otherwise set forth herein, to the extent not identical to the Initial Term Facility or Initial Revolving Facility, as applicable, existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (ii) be not materially more favorable (when taken as a whole), as reasonably determined by the Borrower, to the Incremental Lenders providing such Incremental Commitments Facility than the terms and conditions of the Initial RevolvingTerm Facility or Initial Revolving Facility, as applicable, except, in each case under this clause (ii), with respect to (x) covenants and other terms only applicable to periods after the RevolvingTerm Maturity Date for the avoidance of doubtInitial Term Facility or the Revolving Maturity Date for the Initial Revolving Facility, no consent of as applicable, or (y) covenants and other terms reasonably satisfactory to the Administrative Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent)Agents; provided that to the extent any more restrictive financial maintenance covenant or term is added for the benefit of such Incremental Loans, such financial maintenance covenant shall be (I) added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance Incremental Lenders of an Incremental Term Commitment, such covenant and is remaining outstanding (except or term will be deemed satisfactory to the Term Administrative Agent to the extent that such financial maintenance term or covenant is applicable only to periods after also added, or the Latest Maturity Date features of such term or provision are provided, for the benefit of the Initial Term Facility or (II) added for the benefit of Incremental Lenders of an Incremental Revolving Credit Facility, such covenant or term will be deemed satisfactory to the Revolving Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Initial Revolving Facility; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date (provided that, if such Incremental Term Loans are to be “fungible” with any existing Term Loans, notwithstanding any other conditions specified in this Section 2.20(e), 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 Term Administrative Agent to ensure that such Incremental Term Loans will be “fungible” with such existing Term Loans). In any event:
(i) the Incremental Term LoansLoans and Incremental Term Commitments:
(A) subject to shall not be guaranteed by any Person other than any Loan Party unless such guarantee is provided for the Permitted Earlier Maturity Indebtedness Exception, benefit of the Lenders;
(B) (i) shall rank equal in right of payment and in priority of right of security with the Initial RevolvingTerm Loans;
(C) shall not mature earlier than the RevolvingTerm Maturity Date of for the Initial Term RevolvingTerm Loans or Dollar Incremental Term Loans(other than in a principal amount not to exceed the Maturity Limitation Excluded Amount); provided that the requirements set forth in this clause (C) shall not apply to any Incremental Term Loans (x) incurred for purposes consisting of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilitiesfacility, so long as the such bridge facility provides for an automatic extension to long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged that satisfies the requirements of set forth in this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faithC), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,;
(BD) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Term Loans; provided that the requirements set forth in this clause (D) shall not apply to (x) any Maturity Limitation Excluded Amount and (y) any Incremental Term Loans (x) incurred for purposes consisting of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilitiesfacility, so long as the such bridge facility provides for an automatic extension to long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged that satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(C) shall have an Applicable Rate, and subject to clauses (e)(i)(A) and (e)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,
(D) may participate 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 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good 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 Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders, and except as otherwise set forth herein, to the extent not identical to the Initial Term Facility or Initial Revolving Facility, as applicable, existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (ii) be not materially more favorable (when taken as a whole), as reasonably determined by the Borrower, to the Incremental Lenders providing such Incremental Commitments Facility than the terms and conditions of the Initial Term Facility or Initial Revolving Facility, as applicable, except, in each case under this clause (ii), with respect to (x) covenants and other terms only applicable to periods after the Term Maturity Date for the avoidance of doubtInitial Term Facility or the Revolving Maturity Date for the Initial Revolving Facility, no consent of as applicable, or (y) covenants and other terms reasonably satisfactory to the Administrative Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent)Agents; provided that to the extent any more restrictive financial maintenance covenant or term is added for the benefit of such Incremental Loans, such financial maintenance covenant shall be (I) added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance Incremental Lenders of an Incremental Term Commitment, such covenant and is remaining outstanding (except or term will be deemed satisfactory to the Term Administrative Agent to the extent that such financial maintenance term or covenant is applicable only to periods after also added, or the Latest Maturity Date features of such term or provision are provided, for the benefit of the Initial Term Facility or (II) added for the benefit of Incremental Lenders of an Incremental Revolving Credit Facility, such covenant or term will be deemed satisfactory to the Revolving Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Initial Revolving Facility; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date (provided that, if such Incremental Term Loans are to be “fungible” with any existing Term Loans, notwithstanding any other conditions specified in this Section 2.20(e), 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 Term Administrative Agent to ensure that such Incremental Term Loans will be “fungible” with such existing Term Loans). In any event:
(i) the Incremental Term LoansLoans and Incremental Term Commitments:
(A) subject to shall not be guaranteed by any Person other than any Loan Party unless such guarantee is provided for the Permitted Earlier Maturity Indebtedness Exception, benefit of the Lenders;
(B) (i) shall rank equal in right of payment and in priority of right of security with the Initial Term Loans;
(C) shall not mature earlier than the Term Maturity Date of for the Initial Term Loans or Dollar Incremental Term Loans(other than in a principal amount not to exceed the Maturity Limitation Excluded Amount); provided that the requirements set forth in this clause (C) shall not apply to any Incremental Term Loans (x) incurred for purposes consisting of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilitiesfacility, so long as the such bridge facility provides for an automatic extension to long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged that satisfies the requirements of set forth in this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faithC), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,;
(BD) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Term Loans; provided that the requirements set forth in this clause (D) shall not apply to (x) any Maturity Limitation Excluded Amount and (y) any Incremental Term Loans (x) incurred for purposes consisting of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilitiesfacility, so long as the such bridge facility provides for an automatic extension to long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged that satisfies the requirements of set forth in this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faithD), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,;
(CE) shall have an Applicable Rate, and subject to clauses clause (e)(i)(A) and (e)(i)(BD) above and clause (e)(iiiiii) belowbelow and Section 2.20(e)(iii), shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders,;
(DF) may participate 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 mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any mandatory prepayments of the Initial Term Loans hereunder, as specified in the applicable Incremental Facility Amendment; provided that the Borrower shall voluntary prepayments may be permitted to prepay any Class of Term Loans made on a better than a non pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Classbasis; and
(EG) shall be available in any Approved Currency,may contain customary “most-favored nation” pricing provisions with respect to future incurrences of Indebtedness.
(ii) the Incremental Revolving Credit Commitments Loans 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 otherwiseCommitments:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide be guaranteed by any Person other than any Loan Party unless such guarantee is provided for mandatory commitment reductions earlier than the Latest Maturity Date benefit of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationLenders,
(B) shall rank equal in right of payment and in priority of right of security with the Initial Revolving Loans,
(C) shall not mature earlier than the Revolving Maturity Date for the Initial Revolving Loans (without giving effect to the proviso in the definition of “Revolving Maturity Date”) (other than in a principal amount not to exceed the Maturity Limitation Excluded Amount or any customary bridge facility, so long as such bridge facility provides for an automatic extension to long-term Indebtedness that satisfies the requirements set forth in this clause (C)) and shall not be subject to amortization;
(D) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandingsoutstanding Incremental Revolving Loans), (2) repayments required upon the maturity date Maturity Date of the Incremental any Revolving Credit Commitments and 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 (D) below)Commitments) of Revolving 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 outstanding Revolving Credit Commitments existing on the such Incremental Facility Closing Date,;
(CE) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing Section 2.04 in connection with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Maturity Date at any time Incremental Revolving Credit Commitments with a longer maturity datelater Maturity Date are outstanding, shall provide that 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 Commitment in accordance with their its percentage of the Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g)2.04, 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),;
(DF) 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 may be made on a pro rata basis or less than a pro rata basis (but not on a or greater than a pro rata basis) , in each case, with all other Revolving Credit Commitments existing on the such Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,;
(EG) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) 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 Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Revolving Administrative Agent; and
(H) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Credit Lenders;
(iii) the interest rate margins, original issue discount or upfront fees (if any), interest rate floors (if any) and amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall will be determined by the Borrower and the applicable Lenders lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth Loans; provided that in each applicable Incremental Amendment; provided, however, if the All-In event that the Effective Yield applicable with respect to any Incremental Term Loans (other than Incremental Term Loans which constitute that satisfy each of the MFN Excluded Loans) shall be Conditions is greater than the applicable All-In Effective Yield payable pursuant to for the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term B Loans by more than 100 basis points per annum (0.50%, the amount of such excess of Applicable Rate for the All-In Initial Term B Loans shall be increased to the extent necessary so that the Effective Yield applicable for the Initial Term B Loans is equal to the Effective Yield for 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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential minus 0.50% (this provisoclause (iii), the “MFN ProtectionAdjustment”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).
Appears in 1 contract
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 and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders, and except as otherwise set forth herein, to the extent not identical to the Initial Term Facility or Initial Revolving Facility, as applicable, existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (ii) be not materially more favorable (when taken as a whole), as reasonably determined by the Borrower, to the Incremental Lenders providing such Incremental Commitments Facility than the terms and conditions of the Initial Term Facility or Initial Revolving Facility, as applicable, except, in each case under this clause (ii), with respect to (x) covenants and other terms only applicable to periods after the Term Maturity Date for the avoidance of doubtInitial Term Facility or the Revolving Maturity Date for the Initial Revolving Facility, no consent of as applicable, or (y) covenants and other terms reasonably satisfactory to the Administrative Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent)Agents; provided that to the extent any more restrictive financial maintenance covenant or term is added for the benefit of such Incremental Loans, such financial maintenance covenant shall be (I) added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance Incremental Lenders of an Incremental Term Commitment, such covenant and is remaining outstanding (except or term will be deemed satisfactory to the Term Administrative Agent to the extent that such financial maintenance term or covenant is applicable only to periods after also added, or the Latest Maturity Date features of such term or provision are provided, for the benefit of the Initial Term Facility or (II) added for the benefit of Incremental Lenders of an Incremental Revolving Credit Facility, such covenant or term will be deemed satisfactory to the Revolving Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Initial Revolving Facility; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date (provided that, if such Incremental Term Loans are to be “fungible” with any existing Term Loans, notwithstanding any other conditions specified in this Section 2.20(e), 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 Term Administrative Agent to ensure that such Incremental Term Loans will be “fungible” with such existing Term Loans). In any event:
(i) the Incremental Term LoansLoans and Incremental Term Commitments:
(A) subject to shall not be guaranteed by any Person other than any Loan Party unless such guarantee is provided for the Permitted Earlier Maturity Indebtedness Exception, benefit of the Lenders;
(B) (i) shall rank equal in right of payment and in priority of right of security with the Initial Term Loans;
(C) shall not mature earlier than the Term Maturity Date of for the Initial Term Loans or Dollar Incremental Term Loans(other than in a principal amount not to exceed the Maturity Limitation Excluded Amount); provided that the requirements set forth in this clause (C) shall not apply to any Incremental Term Loans (x) incurred for purposes consisting of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilitiesfacility, so long as the such bridge facility provides for an automatic extension to long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged that satisfies the requirements of set forth in this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faithC), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,;
(BD) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Term Loans; provided that the requirements set forth in this clause (D) shall not apply to (x) any Maturity Limitation Excluded Amount and (y) any Incremental Term Loans (x) incurred for purposes consisting of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilitiesfacility, so long as the such bridge facility provides for an automatic extension to long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged that satisfies the requirements of set forth in this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faithD), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,;
(CE) shall have an Applicable Rate, and subject to clauses clause (e)(i)(A) and (e)(i)(BD) above and clause (e)(iiiiii) belowbelow and Section 2.20(e)(iii), shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders,;
(DF) may participate 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 mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any mandatory prepayments of the Initial Term Loans hereunder, as specified in the applicable Incremental Facility Amendment; provided that the Borrower shall voluntary prepayments may be permitted to prepay any Class of Term Loans made on a better than a non pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Classbasis; and
(EG) shall be available in any Approved Currency,may contain customary “most-favored nation” pricing provisions with respect to future incurrences of Indebtedness.
(ii) the Incremental Revolving Credit Commitments Loans 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 otherwiseCommitments:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide be guaranteed by any Person other than any Loan Party unless such guarantee is provided for mandatory commitment reductions earlier than the Latest Maturity Date benefit of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationLenders,
(B) shall rank equal in right of payment and in priority of right of security with the Initial Revolving Loans,
(C) shall not mature earlier than the Revolving Maturity Date for the Initial Revolving Loans (without giving effect to the proviso in the definition of “Revolving Maturity Date”) (other than in a principal amount not to exceed the Maturity Limitation Excluded Amount or any customary bridge facility, so long as such bridge facility provides for an automatic extension to long-term Indebtedness that satisfies the requirements set forth in this clause (C)) and shall not be subject to amortization;
(D) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandingsoutstanding Incremental Revolving Loans), (2) repayments required upon the maturity date Maturity Date of the Incremental any Revolving Credit Commitments and 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 (D) below)Commitments) of Revolving 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 outstanding Revolving Credit Commitments existing on the such Incremental Facility Closing Date,;
(CE) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing Section 2.04 in connection with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Maturity Date at any time Incremental Revolving Credit Commitments with a longer maturity datelater Maturity Date are outstanding, shall provide that 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 Commitment in accordance with their its percentage of the Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g)2.04, 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),;
(DF) 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 may be made on a pro rata basis or less than a pro rata basis (but not on a or greater than a pro rata basis) , in each case, with all other Revolving Credit Commitments existing on the such Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,;
(EG) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) 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 Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Revolving Administrative Agent; and
(H) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Credit Lenders;
(iii) the interest rate margins, original issue discount or upfront fees (if any), interest rate floors (if any) and amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall will be determined by the Borrower and the applicable Lenders lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth Loans; provided that in each applicable Incremental Amendment; provided, however, if the All-In event that the Effective Yield applicable with respect to any Incremental Term Loans that satisfy each of the MFN Conditions is greater than the Effective Yield for the Term B-1 Loans (other than including, for the avoidance of doubt, the Incremental Term B-1 Loans) by more than 0.50%, the Applicable Rate for the Term B-1 Loans which constitute MFN Excluded (including, for the avoidance of doubt, the Incremental Term B-1 Loans) shall be greater than the applicable All-In Yield payable pursuant increased to the terms extent necessary so that the Effective Yield for the Term B-1 Loans (including, for the avoidance of this Agreement as amended through doubt, the date of such calculation with respect Incremental Term B-1 Loans) is equal to such applicable Initial Term Loans by more than 100 basis points per annum (the amount of such excess of the All-In Effective Yield applicable to for 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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential minus 0.50% (this provisoclause (iii), the “MFN ProtectionAdjustment”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date (i) have covenants and for events of default that in the avoidance good faith determination of doubtthe Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, no consent together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be required except reasonably satisfactory to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent); provided Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of any such Incremental LoansCommitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant shall be (together with any related “equity cure” provisions) is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant any corresponding existing Facility, and is remaining outstanding (except ii) shall otherwise be reasonably satisfactory to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit Facility)Administrative Agent. In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment or of security with the initial Revolving Credit Loans (and related Commitments) and the initial Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Permitted Earlier Maturity Indebtedness ExceptionAdministrative Agent), or shall be unsecured
(B) shall not mature earlier than the Latest Maturity Date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Term Loans; provided that Incremental Term C 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 without giving effect to prior prepayments that would otherwise modify the long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,Term C Loans), 110
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,, and
(DE) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; and
(E) shall be available in any Approved Currency,.
(ii) any Revolving Commitment Increase shall be on the same terms (including maturity date and interest rates) and pursuant to the same documentation (other than the Incremental Amendment evidencing any such Revolving Commitment Increase) applicable to the existing Revolving Credit Facility, 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 Date, the All-In Yield 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 (i) mature or provide for scheduled amortization or mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationCommitments,
(BC) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments repayment made in connection with a permanent repayment and termination of commitments (subject to clause (DE) 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,
(CD) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(DE) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated 111 Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(EF) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(FG) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and.
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments (other than with respect Incremental Loans up to an amount not to exceed $150,000,000 to the extent incurred to finance a Permitted Acquisition or other acquisition not prohibited by this Agreement), in each case) that are secured on a pari passu basis, if the All-In Yield applicable to any such Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans or Revolving Credit Loans, as applicable, by more than 100 50 basis points per annum (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 annumexcess, the “Yield Differential”) then the interest rate (together with with, as provided in the applicable Term SOFR floorproviso below, RFR the Eurocurrency or Base Rate floor, as applicable) with respect to the applicable Initial each Class of Term Loans Loans, as applicable, shall be increased by the applicable Yield Differential Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (this provisoiii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the “MFN Protection”); provided further that notwithstanding Eurocurrency and Base Rate floors (but not the foregoing, Applicable Rate) applicable to the MFN Protection existing Term Loans shall not apply be increased to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting the extent of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)such differential between interest rate floors.
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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 Class, including any Loan Increase, shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights and duties ofTerm A Loans, Term B Loans or any fees or other amounts payable toRevolving Credit Commitments, such as applicable, existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent), the Borrower and the Incremental Lenders providing such Incremental Commitments; provided that in the case of a Term A Loan Increase, Term B Loan Increase or a Revolving Commitment Increase, 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 extent any more restrictive financial maintenance covenant is added for lenders providing such Loan Increase) to the benefit terms, provisions and documentation of such Incremental the applicable Term A Loans, such financial maintenance covenant shall be added for the benefit of the Term B Loans or Revolving Credit Commitments being increased, in each case, as existing on the applicable Incremental Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit Facility)Closing Date. In any event:
(i) the Incremental Term Loans:
Loans under any Incremental Term Loan Facility: (A) shall rank equal or junior in right of payment of and of security with the Term A Loans, Term B 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, Term B Loans and Revolving Credit Loans shall be subject to an intercreditor agreement on terms reasonably acceptable to the Permitted Earlier Maturity Indebtedness Exception, Administrative Agent and the Borrower; (B) shall not mature earlier than the latest Maturity Date with respect to any then existing Class of the Initial Term Loans or Dollar Incremental Term Loans; provided that Incremental Term Loans (xC) 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Initial any then existing Classes of Term Loans or on the Dollar date of incurrence of such Incremental Term Loans; provided that Incremental Term Loans (xD) 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 subject to be converted or exchanged satisfies the requirements of this clause clauses (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(C) shall have an Applicable Rate, and subject to clauses (e)(i)(A) and (e)(i)(B) above and clause (e)(iiiiii) below, shall have an Applicable Rate and amortization determined by the Borrower and the applicable Incremental Term Lenders,
; (DE) may participate 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 mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any mandatory prepayments of then existing Term Loans hereunderunder Section 2.05(b)(i) and Section 2.05(b)(ii), 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
(EF) shall not be available in secured by any Approved Currency,
(ii) the Incremental Revolving Credit Commitments assets not constituting Collateral and Incremental Revolving Credit Loans shall not be identical to the Revolving Credit Commitments and the Revolving Credit Loans, Guaranteed by any Person other than the Maturity Date and as set forth in this Section 2.14(e)(ii)Guarantors; provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(AG) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment“term loan B” Incremental Term Loans, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments in any mandatory prepayments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit then existing Term B Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classesunder Section 2.03(b)(iii), as specified in the applicable Incremental Amendment; and (H) in the case may beof broadly syndicated, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Dollar-denominated “term loan B” Incremental Term Loans and made within six months after the 2025 Incremental Amendment Effective Date, shall not have an All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial the Term B Loans by more than 100 plus 50 basis points per annum unless the interest rate (together with, as provided in the amount of such excess of proviso below, the Floor) with respect to the Term B Loans is increased so as to cause the 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 to equal the All-In Yield then applicable to such Incremental Term Loans over the sum of the minus 50 basis points; provided that any increase in All-In Yield on the Term B Loans due to the application of an “interest rate floor” on any Incremental Term Loan shall be effected solely through an increase in the Floor applicable to the applicable Initial Terms Term B Loans. (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans plus 100 basis points per annumunder any Incremental Revolving Credit Facility: (A) shall rank equal in right of payment and of security with the Revolving Credit Loans, the “Yield Differential”) then Term A Loans and the interest rate (together with the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).B 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 Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not substantially similar with the rights terms of the Initial Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Agent (except for covenants and duties of, or terms that apply solely to any fees or other amounts payable to, period after the Latest Maturity Date that is in effect on the effective date of such Administrative Agent); provided Incremental Amendment) (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansLoans or any Incremental Commitments, no consent shall be required from the Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is each Class remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date effectiveness of such Revolving Credit FacilityIncremental Amendment). 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 Loans (and to the extent subordinated in right of payment or security, shall be subject to an Additional Intercreditor Agreement and the Permitted Earlier Maturity Indebtedness Exception, ABL Intercreditor Agreement or an alternate intercreditor and subordination arrangement reasonably satisfactory to the Agent),
(B) shall not mature earlier than the Maturity Date 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Term Loans; provided that Incremental Term Loans (x) incurred for purposes without giving effect to any prepayments 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 Initial Loans prior to the time of incurrence of such customary bridge facilities are to be converted or exchanged satisfies Incremental Loans that would otherwise modify the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsInitial Loans),
(CD) shall have an Applicable RateMargin, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Term Lenders,, |
(DE) the Incremental Loans 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 Loans shall be on a pro rata basis or less than pro rata basis (but and any Incremental Facility shall share not greater than ratably in any voluntary or mandatory prepayment of the Loans; provided, that each Class of Loans shall be prepaid prior to any Incremental Facility that is junior or subordinated in right of payment thereto; provided, further, that each Class of Loans shall be prepaid with any mandatory prepayments prior to any Incremental Facility that is junior in lien priority thereto, provided that, subject to the foregoing, any Incremental Facility may provide for the ability to participate on a greater than non-pro rata basis (other than with respect to in any mandatory voluntary 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,Loans.
(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 not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the The amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental 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 Incremental Loans secured on a pari passu basis with the Initial Loans that are made on or prior to the date that is twelve (12) months after the Closing Date, if the All-In Yield applicable to any such Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable the Initial Term Loans by more than 100 fifty (50) basis points per annum (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 fifty (50) basis points per annum, the “Yield Differential”) then the interest rate (together with with, as provided in the applicable Term SOFR floorproviso below, RFR the Eurocurrency Rate or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further provided, further, that, if any Incremental Loans include a SOFR or Base Rate floor that notwithstanding is greater than the foregoingSOFR or Base Rate floor applicable to any existing Class of Loans, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars such differential between SOFR or EurosBase 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 SOFR or Base Rate floor applicable to the existing Loans would cause an increase in the interest rate then in effect thereunder, and in such case the SOFR and Base Rate floors (but not the Applicable Margin) applicable to the existing Loans shall be increased to the extent of such differential between SOFR or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (Base Rate floors as determined by the Borrower in good faith)case may be.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights Initial Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and duties of, or any fees or other amounts payable to, such Administrative Agent); provided provisions applicable only to the periods after the Latest Maturity Date) (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any facility established pursuant to any Incremental LoansCommitments, such financial maintenance covenant no consent shall be added for required from the benefit Administrative Agent or any of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except Lenders to the extent that such financial maintenance covenant is applicable only also added (pursuant to periods after the Latest Maturity Date Incremental Amendment relating to such Incremental Commitments) for the benefit of such Revolving Credit each then-outstanding Facility). In any event:
(i) the Incremental Term Loans:
(A) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date 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 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 this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting customary term loan A facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only not be required subject to not mature earlier than the Maturity Date of the Revolving Credit Commitments,such requirement;
(B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the 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 hereunder, (y) constituting customary bridge facilities, so long as the long-long- term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting customary term loan A facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life subject to Maturity of the Revolving Credit Commitments,such requirement;
(C) shall have an Applicable Rate, and subject to clauses (e)(i)(A) and (e)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,
(D) Loans may participate 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 mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) 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
(ED) shall be available in any Approved Currency,
have an Applicable Rate, and subject to clauses (iie)(i)(A) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3e)(i)(B) repayments made in connection with a permanent repayment above and termination of commitments (subject to clause (De)(iii) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental AmendmentLenders; provided, however, that with respect to any Incremental Loans incurred under any Incremental Commitments secured by the Collateral on a pari passu basis with the Initial Loans, if the All-In Yield applicable to any such Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 50 basis points per annum (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 50 basis points per annum, the “Yield Differential”) then the interest rate (together with the applicable Term SOFR floor, RFR Eurocurrency Rate or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of (x) 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 this clause (D) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (y) constituting customary term loan A facilities other than term “b” loans (as determined by the Borrower in good faith);
(ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be entered into on terms as agreed between the Borrower, the Incremental Lender providing such Incremental Revolving Credit Commitments and the Administrative Agent; provided that the terms thereof shall be consistent with the requirements of this Section 2.14, including the final proviso of Section 2.14(d)(v), and otherwise substantially consistent with the terms applicable to the Revolving Credit Facilities, including, without limitation, with respect to borrowing and repayment mechanics, assignment provisions and other mechanical provisions applicable solely to Incremental Revolving Facilities; provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence under the Revolving Credit Facilities;
(iii) Subject to Sections 2.14(e)(i)(A) and (B), the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Loans, Incremental Revolving Credit Loans Loans, and Incremental Revolving Credit Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting more favorable to the rights Incremental Lenders holding Incremental Term Loans than the terms of the Initial Term Loans and duties ofthe Term Conversion Date Term Loans existing on the Incremental Facility Closing Date, or shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any fees or other amounts payable to, period after the Latest Maturity Date that is in effect on the Incremental Facility Closing Date and with such Administrative Agent); provided modifications as may be necessary to accommodate the specific facts and circumstances of the applicable Permitted Expansion) (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental Term Loans, such financial maintenance covenant any Incremental Revolving Credit Loans, or any Incremental Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is Term Loans remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date effectiveness of such Revolving Credit FacilityIncremental Amendment) (it being understood that no Incremental Facility may require payments that are inconsistent with Section 2.16(i)). In any event:
(i) the Incremental Term Loans:
(A) subject shall be unsecured or shall rank pari passu or junior in right of payment and of security (including with respect to the Permitted Earlier Maturity Indebtedness ExceptionExpansion) with the Initial Term Loans and the Term Conversion Date Term Loans (and to the extent subordinated in right of payment or security, shall be subject to a Junior Lien Intercreditor Agreement or an alternate intercreditor and subordination arrangement reasonably satisfactory to the Administrative Agent and the Collateral Agent); provided that, in the case of any Incremental Term Loans that rank junior in right of security with the Initial Term Loans and the Term Conversion Date Term Loans, the Incremental Lenders providing such Incremental Term Loans shall not benefit from the same Debt Service Reserve Account as the Lenders who provided the Initial Term Loans and the Term Conversion Date Term Loans,
(B) shall not mature earlier than the Maturity Date of the Initial Term Loans or Dollar Incremental and the Term Conversion Date 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or and the Dollar Incremental Term Loans; provided that Conversion Date Term Loans (without giving effect to any prepayments of the Initial Term Loans and the Term Conversion Date Term Loans prior to the time of incurrence of such 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 that would otherwise modify the long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,Initial Term Loans and the Term Conversion Date Term Loans);
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(ASections 2.13(f)(i)(B) and (e)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,
(D) may participate 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 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings2.13(f)(i)(C), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any Incremental Term Loans ,
(E) may not be incurred (or guaranteed) by a Person other than Incremental Term Loans which Borrower or secured by assets that do not constitute MFN Excluded LoansCollateral, and
(F) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (the amount of such excess mandatory prepayments and optional prepayments 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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”)on a pro rata or less than pro rata basis; provided further that notwithstanding the foregoing, Borrower shall be permitted to prepay any Class of Term Loans with an earlier maturity date on a better than pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class.
(ii) the MFN Protection Incremental Revolving Credit Loans shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans satisfy (as determined by the Borrower in good faithif such Loans were Incremental Term Loans) clauses (i)(A), (i)(B) and (i)(E) above, and shall have an Applicable Rate.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower BorrowerCompany and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights and duties ofTerm Loans or Revolving Credit Commitments, or any fees or other amounts payable toas applicable, such each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent); provided Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit any corresponding existing Facility). In any event:
(i) the Incremental Term Loans:
(A) subject to shall rank pari passu in right of payment and of security with the Permitted Earlier Maturity Indebtedness Exception, Revolving Credit Loans and the Term Loans,
(B) shall not mature earlier than the Latest Maturity Date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower BorrowerCompany and the applicable Incremental Term Lenders,, and
(DE) the Incremental Term Loans may participate on a pro rata basis or non-pro rata basis in any voluntary or less than pro rata basis (but not on a greater than pro rata basis (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower 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; 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) 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 (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationCommitments,
(BC) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments repayment made in connection with a permanent repayment and termination of commitments (subject to clause (DE) 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,
(CD) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(DE) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower BorrowerCompany shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(EF) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(FG) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and.
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower BorrowerCompany 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, if the All-In Yield applicable to any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans Loans, and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting more favorable to the rights Incremental Lenders holding Incremental Term Loans than the terms of the Initial Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and duties ofterms that apply solely to any period after the Latest Maturity Date that is in effect on the Incremental Facility Closing Date and with such modifications as may be necessary to accommodate the specific facts and circumstances of the applicable Committed Capacity Contract, the Compression Addition or any fees or other amounts payable tothe applicable Permitted Expansion, such Administrative Agent); provided as applicable) (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental Term Loans, such financial maintenance covenant or any Incremental Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is Term Loans remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date effectiveness of such Revolving Credit FacilityIncremental Amendment) (it being understood that no Incremental Facility may require payments that are inconsistent with Section 2.15(h)). In any event:
(i) the Incremental Term Loans:
(A) subject to shall (i) rank pari passu in right of payment with the Permitted Earlier Maturity Indebtedness Exception, Initial Term Loans and (ii) be secured by the Collateral on a pari passu lien basis with the Obligations,
(B) shall not mature earlier than the Maturity Date 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or (without giving effect to any prepayments of the Dollar Incremental Initial Term Loans; provided that Loans prior to the time of incurrence of such 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 that would otherwise modify the long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsInitial Term Loans),
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(ASections 2.13(e)(i)(B) and (e)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,
(D) may participate 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 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings2.13(e)(i)(C), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; providedprovided that, however, if amount and rate of amortization for any period under the All-In Yield applicable to any Incremental Term Loans (other than Incremental shall not exceed the amount and rate of amortization under the Initial Term Loans which constitute MFN Excluded Loansfor such period, and
(E) shall be greater than (i) may provide for the applicable All-In Yield payable pursuant ability to the terms of this Agreement as amended through the date of such calculation participate with respect to such applicable Initial any optional prepayments, on a pro rata basis or less than a pro rata basis with any then-existing Term Loans by more and (ii) shall provide for mandatory prepayments on a pro rata basis or less than 100 a pro rata basis points per annum (the amount of such excess of the Allwith any then-In Yield applicable to such Incremental existing 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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)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 Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Company and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights and duties ofTerm Loans or Revolving Credit Commitments, or any fees or other amounts payable toas applicable, such each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent); provided Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit any corresponding existing Facility). In any event:
(i) the Incremental Term Loans:
(A) subject to shall rank pari passu in right of payment and of security with the Permitted Earlier Maturity Indebtedness Exception, Term Loans,
(B) shall not mature earlier than the Latest Maturity Date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (zy) constituting term loan A facilities other (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the then applicable Revolving Credit Commitments, if any,
(C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term Loans; provided that Incremental Term Loans (x) constituting customary bridge facilities, so long as the long-term “b” loans Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (C) and such conversion or exchange is subject only to conditions customary for similar LEGAL02/43062751v1 conversions or exchanges or (y) constituting term loan A facilities (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the then applicable Revolving Credit Commitments, if any,
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower Company and the applicable Incremental Term Lenders,, and
(DE) the Incremental Term Loans may participate on (1) a pro rata basis or non-pro rata basis in any voluntary prepayments of Term Loans hereunder and (2) 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 mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any mandatory prepayments of Term Loans hereunder, in each case, 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) any such Incremental Revolving Credit Commitments or Incremental shall rank pari passu in right of payment and of security with the Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than and the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationTerm Loans,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,not have any amortization;
(C) subject shall provide for the ability to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of permanently repay Revolving Credit Loans with respect to, and termination ofterminate, Incremental Revolving Credit Commitments after after, the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower Company shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,; and
(ED) assignments and participations shall not mature earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; andCommitments;
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower Company 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 Dollar denominated Incremental Term Loans incurred under the Ratio Incremental Amount and secured by Liens on the Collateral on a pari passu basis with the Obligations that is made on or prior to the date that is 6 months after the Closing Date (other than any Incremental Term Loans (i) that are incurred in connection with a Permitted Acquisition or other similar Investment not prohibited by this Agreement, (ii) that have a maturity date on or following the first anniversary of the Maturity Date of the Initial Term Loans or (iii) constituting customary bridge facilities or term loan A facilities (as determined by the Borrower in good faith)), if the All-In Yield applicable to any such Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 75 basis points per annum (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 75 basis points per annum, the “Yield Differential”) then the interest rate (together with with, as provided in the applicable Term SOFR floorproviso below, RFR the EurocurrencyTerm Benchmark or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential Differential; provided, further that, if any Incremental Term Loans include a EurocurrencyTerm Benchmark or Base Rate floor that is greater than the EurocurrencyTerm Benchmark or Base Rate floor applicable to the Initial Term Loans, such differential between interest rate floors shall LEGAL02/43062751v1 be included in the calculation of All-In Yield for purposes of this clause (this provisoiii) but only to the extent an increase in the EurocurrencyTerm Benchmark or Base Rate Floor applicable to the existing Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the “MFN Protection”); provided further that notwithstanding EurocurrencyTerm Benchmark and Base Rate floors (but not the foregoingApplicable Rate) applicable to the Initial Term Loans shall be increased to the extent of such differential between interest rate floors;
(iv) assignments and participations of Incremental Commitments and Incremental Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments, the MFN Protection shall not apply to Incremental Terms Revolving Credit Loans incurred in a currency other than Dollars or Eurosand Term Loans, as applicable, on the Incremental Facility Closing Date; and
(v) any Incremental Revolving Credit Commitments or Incremental Term Loans may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (Term Loans, as determined by applicable, prior to the Borrower in good faith)Incremental Facility Closing Date.
Appears in 1 contract
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 applicable Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not consistent with the rights Initial Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and duties of, or terms that apply solely to any fees or other amounts payable to, period after the Latest Maturity Date that is in effect on the effective date of such Administrative Agent); provided Incremental Amendment) (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such (A) Incremental LoansTerm Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any 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 (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date effectiveness of such Revolving Credit FacilityIncremental Amendment). In any event:
(i) the Incremental Term Loans:
(A) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date of the Initial Term Loans or Dollar Incremental Term Loansthe Revolving Credit Commitments; provided that Incremental Term Loans (x1) 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges shall not be subject to the foregoing requirement or (z2) constituting Term A Loans or other customary term loan A facilities other than term “b” loans (as determined by the Lead Borrower in good faith), in each case, ) shall only be required to not mature earlier than the Maturity Date of the Revolving Credit CommitmentsInitial Term A Loans,
(B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Term LoansRevolving Credit Commitments; provided that Incremental Term Loans (x1) 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges shall not be subject to the foregoing requirement or (z2) constituting Term A Loans or other customary term loan A facilities other than term “b” loans (as determined by the Lead Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsInitial Term A Loans,
(C) shall have an Applicable Rate, and subject to clauses (e)(i)(A) and (e)(i)(B) above and clause (e)(iii) below, shall have an Applicable Rate and amortization determined by the Lead Borrower and the applicable Incremental Term Lenders,
(D) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower 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; and
(E) (x) shall have no borrower or guarantor in respect of such Incremental Term Loans that is not a Borrower or a Guarantor hereunder and (y) shall not be available in secured by any Approved Currency,assets that do not constitute Collateral;
(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 not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationCommitments,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and,
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date;
(G) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans (x) shall have no borrower or guarantor that is not a Borrower or a Guarantor hereunder and (y) shall not be secured by any assets that do not constitute Collateral; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower Borrowers and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any floating-rate Incremental Term Loans (other than Incremental Term Loans which that constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term B Loans by more than 100 50 basis points per annum (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 Term B Loans plus 100 50 basis points per annum, the “Yield Differential”) then the interest rate (together with the applicable Term SOFR floor, RFR Eurocurrency Rate or Base Rate floor, as applicable) with respect to the applicable Initial Term B Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities facilities, Term A Loans or constituting any other customary term loan A facilities other than term “b” loans (as determined by the Lead Borrower in good faith).
Appears in 1 contract
Sources: Credit Agreement (CONDUENT Inc)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights and duties ofTerm Loans or Revolving Credit Commitments, or any fees or other amounts payable toas applicable, such each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent); provided Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit any corresponding existing Facility). 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) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Latest Maturity Date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental InitialSeries B-2 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,, and
(DE) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; 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) 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 (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationCommitments,
(BC) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments repayment made in connection with a permanent repayment and termination of commitments (subject to clause (DE) 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,
(CD) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(DE) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(EF) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(FG) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and.
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments or Incremental Revolving Credit Commitments made on or prior to the date that is 12 months after the ClosingAmendment No. 1 Effective Date, if the All-In Yield applicable to any such Incremental Term Loans (other than or Incremental Term Revolving Credit Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Series B-2 Term Loans or Revolving Credit Loans, as applicable, by more than 100 50 basis points per annum (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 annumexcess, the “Yield Differential”) then the interest rate (together with with, as provided in the applicable Term SOFR floorproviso below, RFR the Eurocurrency or Base Rate floor, as applicable) with respect to the applicable Initial each Class ofthe Series B-2 Term Loans or the Revolving Credit Loans, as applicable, shall be increased by the applicable Yield Differential Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class ofthe Series B-2 Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (this provisoiii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Series B-2 Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the “MFN Protection”); provided further that notwithstanding Eurocurrency and Base Rate floors (but not the foregoing, Applicable Rate) applicable to the MFN Protection existingSeries B-2 Term Loans shall not apply be increased to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting the extent of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)such differential between interest rate floors.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between among the Borrower Borrower, the Administrative Agent and the applicable Incremental Lenders providing such Incremental Commitments (and for the avoidance of doubt, no consent of the Administrative Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent)Commitments; provided that to the extent any more restrictive financial maintenance covenant is added for the benefit of such Incremental Loans, such financial maintenance covenant shall be added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit Facility). In any eventthat:
(i) the Incremental Term Loans:
(A) subject 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 Permitted Earlier Maturity Indebtedness Exceptionestablishment 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 Section 2.07(c) 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, if applicable, of security with the then-existing Term Loans and shall have no obligors other than the Loan Parties, (B) such Incremental Term Loans shall not mature earlier than have final scheduled maturity date prior to the latest Maturity Date of the Initial any then-existing Term Loans or Dollar Incremental (or, if no Term Loans; provided that Loans are then outstanding, prior to the Revolving Maturity Date), (C) such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity that is not shorter than the then-remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental any then-existing 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 it being understood that, subject to be converted or exchanged satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faithC), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(C) shall have an Applicable Rate, and subject to clauses (e)(i)(A) and (e)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,
(D) may participate 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 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to (and the effect thereon of any prepayments of) such Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or and (D) except for the terms referred to above and except with respect to “effective yield” and components thereof, including interest, fees and premiums, (A) the other terms of such Incremental Revolving Credit Commitments and Term Loans shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield identical to those applicable to any Incremental the Term A Loans (other than Incremental such terms that are applicable only to periods after the latest Maturity Date for Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through in effect on the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (the amount incurrence of such excess Incremental Term Loans) or (B) any such other terms of the All-In Yield applicable to such Incremental Term Loans over that are more favorable to the sum Lenders thereof than those contained in this Agreement and the other Loan Documents are then conformed (or added) to this Agreement or the applicable other Loan Documents for the benefit of all the All-In Yield Lenders; provided that any such Incremental Term Loans may contain mandatory prepayment requirements that are not applicable to the applicable Initial Terms Revolving Commitments or Revolving Loans plus 100 basis points per annum(it being understood, the “Yield Differential”) then the interest rate (together with the applicable however, that for so long as any Term SOFR floorA Loans are outstanding, RFR or Base Rate floor, as applicable) with respect to the applicable Initial such Term A Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply entitled to Incremental Terms Loans incurred participate in any such mandatory prepayments on a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faithpro rata basis).
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 Loans, Incremental Revolving Credit Loans Loans, and Incremental Revolving Credit Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting more favorable to the rights Incremental Lenders holding Incremental Term Loans than the terms of the Initial Term Loans and duties ofthe Term Conversion Date Term Loans existing on the Incremental Facility Closing Date, or shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any fees or other amounts payable to, period after the Latest Maturity Date that is in effect on the Incremental Facility Closing Date and with such Administrative Agent); provided modifications as may be necessary to accommodate the specific facts and circumstances of the applicable Permitted Expansion) (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental Term Loans, such financial maintenance covenant any Incremental Revolving Credit Loans, or any Incremental Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is Term Loans remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date effectiveness of such Revolving Credit FacilityIncremental Amendment) (it being understood that no Incremental Facility may require payments that are inconsistent with Section 2.16(i)). In any event:
: (i) the Incremental Term Loans:
: (A) subject shall be unsecured or shall rank pari passu or junior in right of payment and of security (including with respect to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date of Expansion) with the Initial Term Loans or Dollar Incremental and the Term Loans; provided that Incremental Conversion Date Term Loans (x) incurred for purposes and to the extent subordinated in right of consummating a Permitted Acquisition payment 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each casesecurity, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(B) subject to a Junior Lien Intercreditor Agreement or an alternate intercreditor and subordination arrangement reasonably satisfactory to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(C) shall have an Applicable Rate, and subject to clauses (e)(i)(A) and (e)(i)(B) above and clause (e)(iii) below, amortization determined by the Borrower Administrative Agent and the applicable Incremental Term Lenders,
(D) may participate 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 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)(iiCollateral Agent); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (orthat, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans that rank junior in right of security with the Initial Term Loans and the All-In Yield applicable to Term Conversion Date Term Loans, the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if not benefit from the All-In Yield applicable to any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than same Debt Service Reserve Account as the applicable All-In Yield payable pursuant to Lenders who provided the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (and the amount of such excess of the AllTerm Conversion Date Term Loans, 35 KE 73718588.20 US-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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).DOCS\142539518.2141222994.8
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not substantially similar with the rights terms of the Initial Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Agent (except for covenants and duties of, or terms that apply solely to any fees or other amounts payable to, period after the Latest Maturity Date that is in effect on the effective date of such Administrative Agent); provided Incremental Amendment) (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansLoans or any Incremental Commitments, no consent shall be required from the Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is each Class remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date effectiveness of such Revolving Credit FacilityIncremental Amendment). 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 Loans (and to the extent subordinated in right of payment or security, shall be subject to an Additional Intercreditor Agreement and the Permitted Earlier Maturity Indebtedness Exception, ABL Intercreditor Agreement or an alternate intercreditor and subordination arrangement reasonably satisfactory to the Agent),
(B) shall not mature earlier than the Maturity Date 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Term Loans; provided that Incremental Term Loans (x) incurred for purposes without giving effect to any prepayments 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 Initial Loans prior to the time of incurrence of such customary bridge facilities are to be converted or exchanged satisfies Incremental Loans that would otherwise modify the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsInitial Loans),
(CD) shall have an Applicable RateMargin, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Term Lenders,
(DE) the Incremental Loans 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 Loans shall be on a pro rata basis or less than pro rata basis (but and any Incremental Facility shall share not greater than ratably in any voluntary or mandatory prepayment of the Loans; provided, that each Class of Loans shall be prepaid prior to any Incremental Facility that is junior or subordinated in right of payment thereto; provided, further, that each Class of Loans shall be prepaid with any mandatory prepayments prior to any Incremental Facility that is junior in lien priority thereto, provided that, subject to the foregoing, any Incremental Facility may provide for the ability to participate on a greater than non-pro rata basis (other than with respect to in any mandatory voluntary 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,Loans.
(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 not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the The amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental 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 Incremental Loans secured on a pari passu basis with the Initial Loans that are made on or prior to the date that is twelve (12) months after the Closing Date, if the All-In Yield applicable to any such Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable the Initial Term Loans by more than 100 fifty (50) basis points per annum (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 fifty (50) basis points per annum, the “Yield Differential”) then the interest rate (together with with, as provided in the applicable Term SOFR floorproviso below, RFR the Eurocurrency Rate or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further provided, further, that, if any Incremental Loans include a SOFR or Base Rate floor that notwithstanding is greater than the foregoingSOFR or Base Rate floor applicable to any existing Class of Loans, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars such differential between SOFR or EurosBase 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 SOFR or Base Rate floor applicable to the existing Loans would cause an increase in the interest rate then in effect thereunder, and in such case the SOFR and Base Rate floors (but not the Applicable Margin) applicable to the existing Loans shall be increased to the extent of such differential between SOFR or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (Base Rate floors as determined by the Borrower in good faith)case may be.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Delek US Holdings, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights and duties ofTerm Loans or Revolving Credit Commitments, or any fees or other amounts payable toas applicable, such each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent); provided Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit any corresponding existing Facility). 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) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Latest Maturity Date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Series B-2 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,, and
(DE) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; 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) 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 (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationCommitments,
(BC) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments repayment made in connection with a permanent repayment and termination of commitments (subject to clause (DE) 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,
(CD) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(DE) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(EF) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(FG) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and.
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments or Incremental Revolving Credit Commitments made on or prior to the date that is 12 months after the Amendment No. 1 Effective Date, if the All-In Yield applicable to any such Incremental Term Loans (other than or Incremental Term Revolving Credit Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Series B-2 Term Loans by more than 100 50 basis points per annum (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 annumexcess, the “Yield Differential”) then the interest rate (together with with, as provided in the applicable Term SOFR floorproviso below, RFR the Benchmark or Base Rate floor, as applicable) with respect to the applicable Initial Series B-2 Term Loans shall be increased by the applicable Yield Differential Differential; provided, further that, if any Incremental Term Loans include a Benchmark or Base Rate floor that is greater than the Benchmark or Base Rate floor applicable to the Series B-2 Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (this provisoiii) but only to the extent an increase in the Benchmark or Base Rate Floor applicable to the existing Series B-2 Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the “MFN Protection”); provided further that notwithstanding Benchmark and Base Rate floors (but not the foregoing, Applicable Rate) applicable to the MFN Protection Series B-2 Term Loans shall not apply be increased to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting the extent of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)such differential between interest rate floors.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights and duties ofTerm Loans or Revolving Credit Commitments, or any fees or other amounts payable toas applicable, such each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent); provided Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit any corresponding existing Facility). In any event:
(i) the Incremental Term Loans:
(A) subject to shall rank pari passu in right of payment and of security with the Permitted Earlier Maturity Indebtedness Exception, Revolving Credit Loans and the Term Loans,
(B) shall not mature earlier than the Latest Maturity Date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,, and
(DE) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; 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) 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 (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationCommitments,
(BC) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments repayment made in connection with a permanent repayment and termination of commitments (subject to clause (DE) 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,
(CD) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(DE) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(EF) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(FG) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and.
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments or Incremental Revolving Credit Commitments made on or prior to the date that is 12 months after the Closing Date, if the All-In Yield applicable to any such Incremental Term Loans (other than or Incremental Term Revolving Credit Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans or Revolving Credit Loans, as applicable, by more than 100 50 basis points per annum (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 annumexcess, the “Yield Differential”) then the interest rate (together with with, as provided in the applicable Term SOFR floorproviso below, RFR the Eurocurrency or Base Rate floor, as applicable) with respect to the applicable Initial each Class of Term Loans or the Revolving Credit Loans, as applicable, shall be increased by the applicable Yield Differential Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (this provisoiii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the “MFN Protection”); provided further that notwithstanding Eurocurrency and Base Rate floors (but not the foregoing, Applicable Rate) applicable to the MFN Protection existing Term Loans shall not apply be increased to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting the extent of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)such differential between interest rate floors.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights and duties ofTerm Loans or Revolving Credit Commitments, or any fees or other amounts payable toas applicable, such each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent); provided Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit any corresponding existing Facility). 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) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Latest Maturity Date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Series B-2 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,, and
(DE) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; 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) 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 (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationCommitments,
(BC) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments repayment made in connection with a permanent repayment and termination of commitments (subject to clause (DE) 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,
(CD) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(DE) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(EF) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(FG) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and.
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments or Incremental Revolving Credit Commitments made on or prior to the date that is 12 months after the Amendment No. 1 Effective Date, if the All-In Yield applicable to any such Incremental Term Loans (other than or Incremental Term Revolving Credit Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Series B-2 Term Loans by more than 100 50 basis points per annum (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 annumexcess, the “Yield Differential”) then the interest rate (together with with, as provided in the applicable Term SOFR floorproviso below, RFR the EurocurrencyBenchmark or Base Rate floor, as applicable) with respect to the applicable Initial Series B-2 Term Loans shall be increased by the applicable Yield Differential Differential; provided, further that, if any Incremental Term Loans include a EurocurrencyBenchmark or Base Rate floor that is greater than the EurocurrencyBenchmark or Base Rate floor applicable to the Series B-2 Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (this provisoiii) but only to the extent an increase in the EurocurrencyBenchmark or Base Rate Floor applicable to the existing Series B-2 Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the “MFN Protection”); provided further that notwithstanding EurocurrencyBenchmark and Base Rate floors (but not the foregoing, Applicable Rate) applicable to the MFN Protection Series B-2 Term Loans shall not apply be increased to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting the extent of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)such differential between interest rate floors.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or or, the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, or the Incremental Performance Letters of Credit and Incremental Performance L/C Participation Commitments as the case may be, of any Class shall be as agreed between the applicable Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not consistent with the rights Initialany then existing Term Loans or, the Revolving Credit Commitments or the Performance L/C Participation Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and duties of, or terms that apply solely to any fees or period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the (1) mandatory prepayment and other amounts payable to, such Administrative Agent); provided that customary provisions for a term loan facility may be included in any Incremental Amendment for Incremental Term Loans and Incremental Term Commitments and (2) to the extent any more restrictive financial maintenance covenant is added for the benefit of such (A) Incremental LoansTerm Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments or (C) Incremental Performance Letters of Credit and Incremental Performance L/C Participation 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 Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date effectiveness of such Revolving Credit FacilityIncremental Amendment). In any event:
(i) the Incremental Term Loans:
(A) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date of the Initial Initialany then-existing Term Loans or Dollar Incremental Term Loansthe Revolving Credit Commitments; provided that Incremental Term Loans (x1) 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges shall not be subject to the foregoing requirement or (z2) constituting Term A Loans or other customary term loan A facilities other than term “b” loans (as determined by the Lead Borrower in good faith), in each case, ) shall only be required to not mature earlier than the Maturity Date of the Revolving Credit CommitmentsInitial Term A Loans,
(B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Initial(other than customary amortization in an amount not to exceed 1.00% per annum) of the any then-existing Term Loans or the Dollar Incremental Term LoansRevolving Credit Commitments; provided that Incremental Term Loans (x1) 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges shall not be subject to the foregoing requirement or (z2) constituting Term A Loans or other customary term loan A facilities other than term “b” loans (as determined by the Lead Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsInitial Term A Loans,,
(C) shall have an Applicable Rate, and subject to clauses (e)(i)(A) and (e)(i)(B) above and clause (e)(iii) below, shall have an Applicable Rate and amortization determined by the Lead Borrower and the applicable Incremental Term Lenders,
(D) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that (i) the Borrower 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; andand (ii) “excess cash flow” and asset sale mandatory prepayments may be included for the benefit of any Class of Term Loans;
(E) (x) shall have no borrower or guarantor in respect of such Incremental Term Loans that is not a Borrower or a Guarantor hereunder and (y) shall not be available secured by any assets that do not constitute Collateral; and
(F) all Incremental Term Loans shall rank pari passu or junior in right of payment and right of security in respect of the Collateral (if any) with any Approved Currency,other Term Loans and the Revolving Credit Loans or may be unsecured; and
(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 not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationCommitments,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and,
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date;
(G) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans (x) shall have no borrower or guarantor that is not a Borrower or a Guarantor hereunder and (y) shall not be secured by any assets that do not constitute Collateral; and
(H) all Incremental Revolving Credit Commitments shall rank pari passu or junior in right of payment and right of security in respect of the Collateral (if any) with the Term Loans (if any) and the Revolving Credit Loans or may be unsecured;
(iii) the amortization schedule applicable Incremental Performance L/C Participation Commitments shall be an increase to the Performance L/C Participation Commitments and shall have terms identical to the Performance L/C Participation Commitments other than for any upfront or other similar fees payable to any Incremental Term Loans and the All-In Yield applicable to the Performance L/C Lender for providing its Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).Performance L/C Participation Commitment;
Appears in 1 contract
Sources: Credit Agreement (CONDUENT Inc)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights and duties ofLoans each existing on the Incremental Facility Closing Date, or any fees or other amounts payable to, such shall be reasonably satisfactory to Administrative Agent); provided that with respect to Incremental Loans incurred within 18 months of the Closing Date, if the Effective Yield for Eurocurrency Rate Loans in respect of such Incremental Loans exceeds the Effective Yield for Eurocurrency Rate Loans in respect of the Initial Loans by more than 0.50% (such difference, the “Term Yield Differential”), the Applicable Rate for Eurocurrency Rate Loans in respect of the Initial Loans shall be adjusted so that the Effective Yield in respect of the Initial Loans is equal to the Effective Yield for Eurocurrency Rate Loans in respect of the Incremental Loans minus 0.50%; provided, further that to the extent any more restrictive portion of the Term Yield Differential is attributable to a higher “LIBOR floor” being applicable to such Incremental Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the Eurocurrency Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such excess, the “LIBOR floor” applicable to the outstanding Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Incremental Loans prior to any increase in the Applicable Rate applicable to such Loans then outstanding (it being understood that to the extent any financial maintenance covenant is added for the benefit of such any Incremental LoansLoans and Incremental Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit any corresponding existing Facility). In any event:
(i) the Incremental Term Loans:
(A) subject to shall rank pari passu or junior in right of payment and of security with the Permitted Earlier Maturity Indebtedness Exception, Loans,
(B) shall not mature earlier than the Latest Maturity Date of any Loans outstanding at the Initial Term Loans or Dollar time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted an Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Term then-existing 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Term Lenders,, which, in each case, shall be set forth in each applicable Incremental Amendment, and
(DE) the Incremental Loans may participate 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 basis) in any voluntary or 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 security interests and guaranties benefiting the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to those benefiting the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments incurred on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments Commitments, and except as otherwise set forth herein (and for or as they otherwise relate to fees, premiums, pricing, rate floors, call protection or optional prepayment or redemption terms), to the avoidance of doubtextent not consistent with the Initial Term A Loans existing on the Incremental Facility Closing Date, no consent of shall be either reasonably satisfactory to the Administrative Agent shall be required (except for covenants and terms that apply solely to any period after the extent affecting Latest Maturity Date of the rights Initial Term A Loans or Incremental Revolving Credit Commitments, as applicable, that is in effect on the effective date of such Incremental Amendment) or as are otherwise agreed between the Borrower and duties of, or any fees or other amounts payable to, such Administrative Agent); provided the applicable Incremental Lenders (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such Incremental Loans, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such more restrictive financial maintenance covenant shall be is also added for the benefit of the Revolving Credit each Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit Facility)). In any event:
(i) the Incremental Term Loans:
(A) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date of the Initial Term Loans or Dollar Incremental Term A Loans; provided that Incremental Term Loans (x1) incurred for purposes of consummating a Permitted Acquisition an 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 |US-DOCS\161843207.11|| converted or exchanged satisfies the requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges shall not be subject to the foregoing requirement or (z2) constituting Term A Loans or other customary term loan A facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, ) shall only be required to not mature earlier than the Maturity Date of the Revolving Credit CommitmentsInitial Term A Loans,
(B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Term A Loans; provided that Incremental Term Loans (x1) incurred for purposes of consummating a Permitted Acquisition or other an 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 this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges shall not be subject to the foregoing requirement or (z2) constituting Term A Loans or other customary term loan A facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsInitial Term A Loans,
(C) shall have an Applicable Rate, and subject to clauses (e)(i)(A) and (e)(i)(B) above and clause (e)(iii) below, shall have an Applicable Rate and amortization determined by the Borrower and the applicable Incremental Term Lenders,
(D) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) 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) (x) shall have no borrower or guarantor in respect of such Incremental Term Loans that is not the Borrower or a Guarantor hereunder and (y) shall not be available in secured by any Approved Currency,assets that do not constitute Collateral;
(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 not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and[reserved];
(iii) subject to clauses (e)(i)(A) and (e)(i)(B) above, the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any Incremental Term Loans and
(other than Incremental Term Loans which constitute MFN Excluded Loansiv) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (the amount of such excess of the All-In Yield applicable to such Incremental Term Loans over and Incremental Revolving Credit Loans shall (x) be senior secured obligations and shall rank pari passu with or, at the sum Borrower’s option, junior in right 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 security with the applicable liens on the Collateral or (y) be unsecured; provided that if such Incremental Term SOFR floorLoans or Incremental Revolving Credit Loans rank junior in right of security with the liens on the |US-DOCS\161843207.11|| Collateral or are unsecured, RFR (i) such Incremental Term Loans or Base Rate floor, as applicable) with respect to the applicable Initial Term Incremental Revolving Credit Loans shall be increased by established as a separate facility from the applicable Yield Differential Initial Term A Loans and (this provisoii) in the case of Incremental Term Loans or Incremental Revolving Credit Loans that rank junior in right of security with the liens on the Collateral, the an Other Debt Representative acting on behalf of holders of such Indebtedness shall become party to a Junior Lien Intercreditor Agreement as a “MFN Protection”); provided further that notwithstanding the foregoingJunior Priority Representative” (or similar term, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euroseach case, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower defined in good faithsuch Junior Lien Intercreditor Agreement).
Appears in 1 contract
Sources: Credit Agreement (Eventbrite, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Commitments (Term Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights and duties ofTerm Loans existing on the Incremental Facility Effective Date, or any fees or other amounts payable to, such shall be reasonably satisfactory to Administrative Agent); provided provided, that to the extent any more restrictive financial maintenance covenant is added for the benefit of such Incremental Loans, such financial maintenance covenant shall be added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit Facility). In any event:
(i) the Incremental Term Loans:
(A) subject to the Permitted Earlier Maturity Indebtedness Exceptionpricing, shall not mature earlier than the Maturity Date 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 facilitiesinterest rate margins, so long as the long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)discounts, in each casepremiums, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(B) subject to the Permitted Earlier Maturity Indebtedness Exceptionrate floors, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(C) shall have an Applicable Rate, and subject to clauses (e)(i)(A) and (e)(i)(B) above and clause (e)(iii) belowfees, amortization determined by the Borrower schedule and the applicable Incremental Term Lenders,
borrowing mechanics (Dincluding multi-draw mechanics) may participate 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 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendmentthereunder; provided, however, provided that if the All-In Yield applicable to any such Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial the Term B-2 Loans by more than 100 basis points 0.50% per annum (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 annumexcess, the “Yield Differential”) ), then the interest rate (together with the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term B-2 Loans shall be increased by the applicable Yield Differential Differential; (this provisoii) the Incremental Term Loans may not (A) mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans or (B) have a weighted average life to maturity shorter than the remaining weighted average life to maturity of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans, (iii) the “MFN Protection”)Incremental Term Loans may be unsecured (but shall count as secured for purposes of any calculation of any Increase Incurrence Test) or may be secured on a junior basis with respect to the Liens securing the Obligations subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent; provided provided, further that notwithstanding the foregoingBorrower shall be permitted to classify any such Incremental Term Loans pursuant to this Section 2.16 as having been incurred under the Incremental Base Amount or under the Incremental Incurrence Test, as applicable, on the MFN Protection shall not apply to date of its incurrence or later reclassify all or a portion of such Incremental Terms Term Loans in a similar manner; provided, further that for the avoidance of doubt, any Refinancing Term Loans incurred pursuant to this Agreement shall be separate from and in a currency other than Dollars or Euros, addition to such Term Loans so long as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower is in good faith)compliance with the Increase Incurrence Test after giving pro forma effect to the incurrence of such Refinancing Debt.
Appears in 1 contract
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 and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent); provided that not identical to the extent any more restrictive financial maintenance covenant is added for Closing Date Term Loans or Closing Date Revolving Facility, as applicable, existing on the benefit of such Incremental LoansFacility Closing Date, such financial maintenance covenant shall be added for either, at the benefit option of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit Facility). In any event:
(i) the Incremental Term Loans:
Borrower, (A) subject to reflect market terms and conditions (taken as a whole) at the Permitted Earlier Maturity time of incurrence of such Indebtedness Exception, shall not mature earlier than the Maturity Date 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), (B) be not materially more restrictive to the Borrower and its Restricted Subsidiaries (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 (x) with respect to 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, to the extent the terms of such Incremental Loans or Incremental Commitments contain 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 Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Term 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, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase or Revolving Commitment 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 Term Loan Increase or Revolving Commitment Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:
(a) the Incremental Term Loans:
(i) (x) shall only rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement (subject to the applicable Intercreditor Agreement(s)) or (2) be required unsecured, in each case as applicable pursuant to clause (4)(c) above,
(ii) shall not mature earlier than the Original Term Loan Maturity Date (other than in the case of the Revolving Credit CommitmentsPermitted Earlier Maturity Debt),
(Biii) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Closing Date Term Loans or on the Dollar Incremental Term Loans; provided that date of incurrence of such 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by in the Borrower in good faithcase of Permitted Earlier Maturity Debt), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(Civ) shall have an Applicable Rate, and subject to clauses clause (e)(i)(A) and (e)(i)(B5)(a)(iii) above and clause (e)(iii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders,
(Dv) 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 (other than with respect to in any voluntary or mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)) in any mandatory prepayments of hereunder (except that, unless otherwise permitted under this Agreement, such Incremental Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans may not participate on a better greater than a pro rata basis as compared to any other earlier maturing Class of Term Loans with a later maturity date than such Class; constituting First Lien Obligations in any mandatory prepayments under Sections 2.05(2)(a), (b) and (d)(i)), as specified in the applicable Incremental Amendment,
(vi) shall be denominated in Dollars or an Alternative Currency, and
(Evii) shall not have any obligors in respect thereof other than the Borrower and/or the Guarantors;
(b) the Incremental Revolving Commitments and Incremental Revolving Loans:
(i) (x) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement or (2) be available unsecured, in any Approved Currencyeach case as applicable pursuant to clause (4)(c) above,
(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 not (i) mature or provide for mandatory commitment reductions earlier than the Latest Original Revolving Facility Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled Date, and shall not be subject to amortization,
(Biii) 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 outstandingsoutstanding Incremental Revolving Loans), (2) repayments required upon the maturity date Maturity Date of the Incremental any Revolving Credit Commitments and 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 Commitments (subject to clause (Dv) below)) of Revolving 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 outstanding Revolving Credit Commitments existing on the such Incremental Facility Closing Date,
(Civ) subject to the provisions of Sections 2.03(n2.03(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 Maturity Date at any time Incremental Revolving Credit Commitments with a longer maturity datelater Maturity Date 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 Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(nSections 2.03(13) and Section 2.04(g2.04(7), without giving effect to changes thereto on an earlier maturity date Maturity Date with respect to Letters of Credit and Swing Line Loans and Letters of Credit theretofore incurred or issued),
(Dv) 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 may be made on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments existing on the such Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments Commitments in respect of any such Class of Revolving Loans on a better 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,
(Evi) 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,
(Fvii) 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 Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Administrative Agent,
(viii) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Lenders,
(ix) shall be denominated in Dollars or an Alternative Currency, and
(iiix) shall not have any obligors in respect thereof other than the Borrower and/or the Guarantors;
(c) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, if that with respect to any Incremental Term Loans made under Incremental Term Commitments in an aggregate principal amount in excess of the greater of (i) $158,000,000 and (ii) 100% of Consolidated EBITDA incurred on or prior to the six-month anniversary of the Closing Date pursuant to clause (D) of the Available Incremental Amount in the form of syndicated floating rate U.S. dollar denominated 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) and that have a Maturity Date prior to the date that is twelve months after the Original Term Loan Maturity Date, the All-In Yield applicable to any such Incremental Term Loans (other than determined as of the Incremental Term Loans which constitute MFN Excluded LoansFacility 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 such applicable Initial Closing Date Term Loans by more than 100 Loans, plus 75 basis points per annum unless the Applicable Rate (together with, as provided in the amount of such excess of proviso below, the Eurodollar Rate or Base Rate floor) with respect to the Closing Date Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Closing Date Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans, minus 75 basis points per annum; provided that any increase in All-In Yield on the Closing Date Term Loans due to the application of a Eurodollar Rate or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate or Base Rate floor applicable to such Closing Date Term Loans;
(d) if such Incremental Term Loans over are to be “fungible” with the sum Closing Date Term Loans or any other Class of the All-In Yield applicable to the applicable Initial Terms Loans plus 100 basis points per annumTerm Loans, notwithstanding any other conditions specified in this Section 2.14(5), the amortization schedule for such “Yield Differential”fungible” Incremental Term Loans may provide for amortization in such other percentage(s) then to be agreed by Borrower and the interest rate (together Administrative Agent to ensure that the Incremental Term Loans will be “fungible” with the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Closing Date Term Loans shall be increased by the or other applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting Class of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)Term Loans.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans TermLoans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving IncrementalRevolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower theBorrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexceptas otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not consistent with the rights Initial Term Loans, Initial Term B-1Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility ClosingDate, shall be reasonably satisfactory to Administrative Agent (except for covenants and duties of, or terms that applysolely to any fees or other amounts payable to, such Administrative Agent); provided period after the Latest Maturity Date that is in effect on the effective date of suchIncremental Amendment) (it being understood that to the extent any more restrictive financial maintenance covenant isadded for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consentshall be required from the Administrative Agent or any of the Lenders to the extent that such financialmaintenance covenant is also added for the benefit of each Facility remaining outstanding after theeffectiveness of such Incremental LoansAmendment or (B) Incremental Revolving Credit Loans andIncremental Revolving Credit Commitments, no consent shall be required from the Administrative Agentor any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of benefitof the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining isremaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date effectiveness of such Revolving Credit FacilityIncremental Amendment). In any event:
(ievent:(i) the Incremental Term Loans:
(ALoans:(A) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not shallnot mature earlier than the Maturity Date of the Initial Term Loans or Dollar Incremental 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BB-1 Loans,(B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have shallhave a Weighted Average Life to Maturity not shorter than the remaining Weighted Average WeightedAverage Life to Maturity of the Initial Term Loans or the Dollar Incremental 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(CB-1 Loans,(C) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae) (i) (A) and (e)(i)(Be) (i) (B) above and clause (e)(iiie) (iii) below, amortization determined by the Borrower and the andthe applicable Incremental Term Lenders,
(D, and(D) the Incremental Term Loans may participate on a pro rata basis or less than lessthan pro rata basis (but not on a greater than pro rata basis (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any mandatory prepayments mandatoryprepayments of Term Loans hereunder, as specified in the applicable Incremental AmendmentIncrementalAmendment; provided that the Borrower shall be permitted to prepay any Class of Term Term135 Loans on a better than a pro rata basis as compared to any other Class of Term Loans with Loanswith a later maturity date than such Class; and
(E) shall be available in any Approved Currency,
(iiClass;(ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit RevolvingCredit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit LoansCreditLoans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding thatnotwithstanding anything to the contrary in this Section 2.14 or otherwise:
(Aotherwise:(A) any such Incremental Revolving Credit Commitments or Incremental Revolving IncrementalRevolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions commitmentreductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding Commitmentsoutstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(BCreditCommitments,(B) the borrowing and repayment (except for (1) payments of interest and fees andfees at different rates on Incremental Revolving Credit Commitments (and related outstandingsrelatedoutstandings), (2) repayments required upon the maturity date of the Incremental Revolving IncrementalRevolving Credit Commitments and (3) repayments repayment made in connection with a permanent repayment permanentrepayment and termination of commitments (subject to clause (D) below)) of Loans with respect withrespect to Incremental Revolving Credit Commitments after the associated Incremental Facility IncrementalFacility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro apro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on Commitmentson the Incremental Facility Closing Date,
(CDate,(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing extentdealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity amaturity date when there exists Incremental Revolving Credit Commitments with a longer alonger maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro apro rata basis by all Lenders with Commitments in accordance with their percentage of the ofthe Revolving Credit Commitments on the Incremental Facility Closing Date (and except as exceptas provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto changesthereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore Credittheretofore incurred or issued),
(Dissued),(D) the permanent repayment of Revolving Credit Loans with respect to, and termination andtermination of, Incremental Revolving Credit Commitments after the associated Incremental associatedIncremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis ratabasis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments CreditCommitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted bepermitted to permanently repay and terminate commitments of any such Class on a better than betterthan a pro rata basis as compared to any other Class with a later maturity date than such Class,
suchClass, (E) assignments and participations of Incremental Revolving Credit Commitments CreditCommitments and Incremental Revolving Credit Loans shall be governed by the same assignment sameassignment and participation provisions applicable to Revolving Credit Commitments and Commitmentsand Revolving Credit Loans on the Incremental Facility Closing Date, and
(Fand(F) any Incremental Revolving Credit Commitments may constitute a separate aseparate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).Classes136
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date shall (i) have covenants and events of default that in the good faith determination of the Borrower are not more favorable (when taken as a whole) to the lenders providing the applicable Incremental Commitments than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least three (3) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and for conditions of such Indebtedness or drafts of documentation relating thereto, stating that the avoidance Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of doubtthis clause (e), no consent of shall be conclusive unless the Administrative Agent notifies the Borrower within such three (3) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be required except reasonably satisfactory to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent); provided Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of any such Incremental LoansCommitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant shall be (together with any related “equity cure” provisions) is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit any corresponding existing Facility), and (ii) otherwise be reasonably satisfactory to Administrative Agent. In any event:
(i) the any Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans (and (x) to the extent subordinated in right of payment or security, subject to intercreditor arrangements substantially the Permitted Earlier Maturity Indebtedness Exceptionsame as the Junior Lien Intercreditor Agreement or otherwise reasonably satisfactory to the Administrative Agent and (y) to the extent pari passu in right of payment or security, subject to intercreditor arrangements substantially the same as the First Lien Intercreditor Agreement or otherwise reasonably satisfactory to the Administrative Agent), or shall be unsecured. Any Incremental Loan that is secured on a second lien or junior lien basis to the Term Loans or is unsecured will be documented in a separate facility,
(B) if secured, may not be secured by any assets other than Collateral and if guaranteed, may not be guaranteed by any Person who is not a Loan Party,
(C) shall not mature earlier than the Latest Maturity Date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BD) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or (without giving effect to prior prepayments that would otherwise modify the 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsInitial Term Loans),
(CE) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(C) and (e)(i)(Be)(i)(D) above and clause (e)(i)(F) and (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,, and
(DF) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; and
(E) shall be available in any Approved Currency,.
(ii) the Incremental Revolving Credit Commitments terms, provisions and documentation of any Incremental Revolving Credit Loans and any Incremental Revolving Credit Commitments, of any Class, shall be identical to customary for revolving facilities, as agreed between the Borrower and the applicable Incremental Revolving Credit Lenders providing such Incremental Revolving Credit Commitments. In any event, any Incremental Revolving Credit Loans and any 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:applicable):
(A) any such Incremental Revolving Credit Commitments shall rank pari passu or Incremental junior in right of payment and of security with the Revolving Credit Loans and the Term Loans (and (x) to the extent subordinated in right of payment or security, subject to intercreditor arrangements substantially the same as the Junior Lien Intercreditor Agreement or otherwise reasonably satisfactory to the Administrative Agent and (y) to the extent pari passu in right of payment or security, subject to intercreditor arrangements substantially the same as the First Lien Intercreditor Agreement or otherwise reasonably satisfactory to the Administrative Agent), or shall be unsecured. Any Incremental Loan that is secured on a second lien or junior lien basis to Revolving Credit Loans and the Term Loans or is unsecured will be documented in a separate facility,
(B) if secured, may not be secured by any assets other than Collateral and if guaranteed, may not be guaranteed by any Person who is not a Loan Party,
(C) shall not (i) mature or provide for scheduled amortization or mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationCommitments,
(BD) subject to clause (A) above, the borrowing borrowing, letter of credit participation, payment 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 repayment made in connection with a permanent repayment and termination of commitments (subject to clause (DE) 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 and after the Incremental Facility Closing Date,Date until the Latest Maturity Date then applicable to the Revolving Credit Commitment.
(CE) subject to clause (A) above and the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(DF) subject to clause (A) above, the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(EG) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(FH) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and.
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments or Incremental Revolving Credit Commitments, in each case that are secured on a pari passu basis made on or prior to the date that is 18 months after the Closing Date, if the All-In Yield applicable to any such Incremental Term Loans (other than or Incremental Term Revolving Credit Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans or Revolving Credit Loans, as applicable, by more than 100 50 basis points per annum (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 annumexcess, the “Yield Differential”) then the interest rate (together with with, as provided in the applicable Term SOFR floorproviso below, RFR the Eurocurrency Rate or Base Rate floor, as applicable) with respect to the applicable Initial each Class of Term Loans or the Revolving Credit Loans, as applicable, shall be increased by the applicable Yield Differential Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency Rate or Base Rate floor that is greater than the Eurocurrency Rate or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (this provisoiii) but only to the extent an increase in the Eurocurrency Rate 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 “MFN Protection”); provided further that notwithstanding Eurocurrency Rate and Base Rate floors (but not the foregoing, Applicable Rate) applicable to the MFN Protection existing Term Loans shall not apply be increased to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting the extent of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)such differential between interest rate floors.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Borrowers and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent the terms of any Incremental Term Loans are not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, existing on the Incremental Facility Closing Date, the terms of such Incremental Term Loans shall either, (x) not be materially more restrictive to the Borrowers (as determined by the Administrative Borrower in good faith), when taken as a whole, than the terms of the Term B Loans, except for 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 (and for the avoidance of doubt, no consent of y) be reasonably satisfactory to the Administrative Agent shall (it being understood that (I) 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 need not be required except reasonably satisfactory to the Administrative Agent and (II) to the extent affecting the rights and duties of, or that any fees Previously Absent Financial Maintenance Covenant or other amounts payable to, such Administrative Agent); provided that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansTerm Loans and Incremental Term Commitments, such financial maintenance covenant no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such Previously Absent Financial Maintenance Covenant or other covenant is also added for the benefit of the Revolving Credit Facility existing Term Loans); provided that then benefits from in the case of a financial maintenance covenant request to effect a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees) (it being understood that, if necessary to consummate such Term Loan Increase which is remaining outstanding (except intended to be fungible for U.S. federal income tax purposes, the interest rate margins and rate floors on the existing Class of Term Loans may be automatically increased and any call protection provision may be made more favorable to the extent such financial maintenance covenant is applicable only existing Lenders) to periods after the Latest Maturity Date of such Revolving Credit Facility)applicable Term Loans being increased 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, or junior in right of payment to, the Obligations under the then existing Term Loans and will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) to the extent (x) secured by any Applicable Lien, shall be subject to the Permitted Earlier Maturity Indebtedness ExceptionABL Intercreditor Agreement, the Second Lien Intercreditor Agreement and, if applicable, the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable,
(B) as of the Incremental Facility Closing Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date of the Initial Term Loans or Dollar Incremental Term B Loans; provided that any Incremental Term Loans (x) incurred for purposes of consummating in an aggregate amount not to exceed the then available Inside Maturity Basket may have 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature final scheduled maturity date earlier than the Maturity Date of the Revolving Credit CommitmentsTerm B Loans,
(BC) subject to as of the Permitted Earlier Maturity Indebtedness ExceptionIncremental Facility Closing Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term B Loans or (prior to any extension thereto) except as may be required to achieve fungibility with any existing term loan facility to the Dollar Incremental Term Loansextent intended to be fungible; provided that that, any Incremental Term Loans (x) incurred for purposes of consummating in an aggregate amount no to exceed the then available Inside Maturity Basket may have 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsTerm B Loans,
(CD) subject to clause (e)(iii) below, shall have an Applicable RateRate and Term SOFR or Base Rate floor (if any), and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower Borrowers and the applicable Incremental Term Lenders; provided that if the Applicable Rate and Term SOFR or Base Rate floor (if any) for a Term Loan Increase shall be higher than the Applicable Rate and Term SOFR or Base Rate floor (if any) for the Class being increased, then the Applicable Rate for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,
(DE) shall have fees, if any, determined by the Borrowers and the applicable Incremental Term Loan arranger(s), and
(F) may participate on a pro rata basis or less than or greater than pro rata basis in any voluntary prepayments of other Classes of Term Loans; and may participate on a pro rata basis or less than pro rata basis in any mandatory prepayments of Term Loans hereunder (but not on a greater than pro rata basis (other than with respect to any mandatory except for AHYDO Payments and prepayments of Term Loans pursuant to Section 2.05(b)(iii2.05(b)(iv) and Section 2.05(b)(vi)(A)(y)) 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) except with respect to maturity, pricing and fees which shall be determined by the Borrowers, the terms of any Incremental Revolving Credit Commitments shall be reasonably satisfactory to the Administrative Agent and Parent Borrower); provided that, notwithstanding anything in this Section 2.14 to the contrary, the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature shall rank pari passu in right of payment with, or provide for mandatory commitment reductions earlier than junior in right of payment to, the Latest Maturity Date of any Revolving Credit Commitments outstanding at Obligations under the time of incurrence of such Incremental Revolving Credit Commitments then existing Term Loans and will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) require scheduled amortization,to the extent (x) secured by any Applicable Lien, shall be subject to the Second Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement and the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable;
(B) the borrowing may include provisions for letter of credit and repayment (except for (1) payments of interest swing line subfacilities 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 may be available in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,Dollars; and
(C) subject to the provisions as of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on not have a better than a pro rata basis as compared to any other Class with a later final scheduled maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by earlier than, or scheduled commitment reductions prior to, the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments date that is one year prior to the Incremental Facility Closing Date; andthen earliest Maturity Date for any Term Loans.
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower Borrowers and the applicable Incremental Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if that the All-In Yield applicable to any Incremental Term Loans that (other than Incremental I) are incurred prior to the one-year anniversary of the Closing Date, (II) rank pari passu in right of payment and security with the Term B Loans, (III) are obtained pursuant to Sections 2.14(d)(iv)(B) or 2.14(d)(iv)(C), (IV) have a Maturity Date within one year of the Maturity Date of the Term B Loans which constitute MFN Excluded Loansand (V) are not incurred in connection with any Permitted Acquisition or permitted Investment 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 such applicable Initial Term B Loans by more than 100 plus 50 basis points per annum unless the interest rate (together with, as provided in the amount of such excess of proviso below, the Term SOFR or Base Rate floor) with respect to the Term B Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Term B Loans to equal the All-In Yield then applicable to such the Incremental Term Loans over minus 50 basis points (the sum of the “MFN Adjustment”); provided that any increase in All-In Yield applicable to any Term B Loan due to the applicable Initial Terms Loans plus 100 basis points per annum, the “Yield Differential”) then the interest rate (together with the applicable application or imposition of a Term SOFR floor, RFR or Base Rate floorfloor on any Incremental Term Loan shall be effected, at the Borrowers’ option, (x) through an increase in (or implementation of, as applicable) with respect any Term SOFR or Base Rate floor applicable to such Term B Loan, (y) through an increase in the applicable Initial Applicable Rate for such Term Loans shall be increased by the applicable Yield Differential B Loan or (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting z) any combination of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)x) and (y) above.
Appears in 1 contract
Sources: First Lien Credit Agreement (Option Care Health, 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 and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights and duties ofTerm Loans or Revolving Credit Commitments, or any fees or other amounts payable toas applicable, such existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to the Administrative Agent); provided that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the extent any more restrictive financial maintenance covenant is added for lenders providing the benefit of such Incremental Loans, such financial maintenance covenant shall be added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except Loan Increase) to the extent such financial maintenance covenant is applicable only to periods after Term Loans being increased, in each case, as existing on the Latest Maturity Date of such Revolving Credit Facility)Incremental Facility Closing Date. In any event:
(i) the Incremental Term Loans:
(A) subject to shall rank equal in priority in right of payment and of security with the Permitted Earlier Maturity Indebtedness Exception, Initial Term Loans and the Revolving Credit Loans under the Initial Revolving Credit Facility,
(B) shall not mature earlier than the Maturity Date of the Initial Term Loans or Dollar as of the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or on the Dollar date of incurrence of such Incremental Term Loans; provided that Incremental , except (1) by virtue of amortization or prepayment of Term Loans (x) incurred for purposes prior to the time 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges incurrence or (z2) constituting term loan facilities other than term “b” loans (as determined by to the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than extent the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsInitial Term Loans (and any previous Incremental Term Loans) is shortened to match or be shorter than the Weighted Average Life to Maturity of the Incremental Term Loans pursuant to the Incremental Amendment executed by the Borrower, each Incremental Lender and the Administrative Agent with respect to such Incremental Term Loans,
(CD) shall have an Applicable RateMargin, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,
(DE) 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
(F) may participate on a non-pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (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 hereunderunder Section 2.10(a) or Section 2.10(c)), as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans , but not on a better greater than a pro rata basis as compared to any other Class of than the Initial Term Loans with a later maturity date than such Class; and
(E) shall be available in any Approved Currency,Loans.
(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 not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any such Incremental Term 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 such applicable Initial the Initialany Term Loans by more than 100 LoansLoan plus 50 basis points per annum unless the interest rate (together with, as provided in the amount of such excess of proviso below, the Eurodollar or Base Rate floor) with respect to the Initialsuch Term LoansLoan is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loanssuch Loan to equal the All-In Yield then applicable to such the Incremental Term Loans over the sum of the minus 50 basis points; provided that any increase in All-In Yield applicable to the applicable Initial Terms Loans plus 100 basis points per annum, Initialsuch Term LoansLoan due to the “Yield Differential”) then the interest rate (together with the applicable Term SOFR floor, RFR application of a Eurodollar or Base Rate floorfloor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurodollar or Base Rate floor applicable to such LoansTerm Loan.
(iii) the Incremental Revolving Credit Commitments:
(A) shall rank equal in priority in right of payment and of security with respect to the applicable 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 increased by subject to the applicable Yield Differential same terms and conditions as the Revolving Credit Facility (this provisoand be deemed added to, and made part of, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faithRevolving Credit 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 Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders, and except as otherwise set forth herein, to the extent not identical to the Initial Term Facility or Initial Revolving Facility, as applicable, existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (ii) be not materially more favorable (when taken as a whole), as reasonably determined by the Borrower, to the Incremental Lenders providing such Incremental Commitments Facility than the terms and conditions of the Initial Term Facility or Initial Revolving Facility, as applicable, except, in each case under this clause (ii), with respect to (x) covenants and other terms only applicable to periods after the Term Maturity Date for the avoidance of doubtInitial Term Facility or the Revolving Maturity Date for the Initial Revolving Facility, no consent of as applicable, or (y) covenants and other terms reasonably satisfactory to the Administrative Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent)Agents; provided that to the extent any more restrictive financial maintenance covenant or term is added for the benefit of such Incremental Loans, such financial maintenance covenant shall be (I) added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance Incremental Lenders of an Incremental Term Commitment, such covenant and is remaining outstanding (except or term will be deemed satisfactory to the Term Administrative Agent to the extent that such financial maintenance term or covenant is applicable only to periods after also added, or the Latest Maturity Date features of such term or provision are provided, for the benefit of the Initial Term Facility or (II) added for the benefit of Incremental Lenders of an Incremental Revolving Credit Facility, such covenant or term will be deemed satisfactory to the Revolving Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Initial Revolving Facility; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date (provided that, if such Incremental Term Loans are to be “fungible” with any existing Term Loans, notwithstanding any other conditions specified in this Section 2.20(e), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by ▇▇▇▇▇▇▇▇ and the Term Administrative Agent to ensure that such Incremental Term Loans will be “fungible” with such existing Term Loans). In any event:
(i) the Incremental Term LoansLoans and Incremental Term Commitments:
(A) subject to shall not be guaranteed by any Person other than any Loan Party unless such guarantee is provided for the Permitted Earlier Maturity Indebtedness Exception, benefit of the Lenders;
(B) (i) shall rank equal in right of payment and in priority of right of security with the Initial Term Loans;
(C) shall not mature earlier than the Term Maturity Date of for the Initial Term Loans or Dollar Incremental Term Loans(other than in a principal amount not to exceed the Maturity Limitation Excluded Amount); provided that the requirements set forth in this clause (C) shall not apply to any Incremental Term Loans (x) incurred for purposes consisting of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilitiesfacility, so long as the such bridge facility provides for an automatic extension to long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged that satisfies the requirements of set forth in this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faithC), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,;
(BD) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Term Loans; provided that the requirements set forth in this clause (D) shall not apply to (x) any Maturity Limitation Excluded Amount and (y) any Incremental Term Loans (x) incurred for purposes consisting of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilitiesfacility, so long as the such bridge facility provides for an automatic extension to long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged that satisfies the requirements of set forth in this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faithD), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,;
(CE) shall have an Applicable Rate, and subject to clauses clause (e)(i)(A) and (e)(i)(BD) above and clause (e)(iiiiii) belowbelow and Section 2.20(e)(iii), shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders,;
(DF) may participate 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 mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any mandatory prepayments of the Initial Term Loans hereunder, as specified in the applicable Incremental Facility Amendment; provided that the Borrower shall voluntary prepayments may be permitted to prepay any Class of Term Loans made on a better than a non pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Classbasis; and
(EG) shall be available in any Approved Currency,may contain customary “most-favored nation” pricing provisions with respect to future incurrences of Indebtedness.
(ii) the Incremental Revolving Credit Commitments Loans 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 otherwiseCommitments:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide be guaranteed by any Person other than any Loan Party unless such guarantee is provided for mandatory commitment reductions earlier than the Latest Maturity Date benefit of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationLenders,
(B) shall rank equal in right of payment and in priority of right of security with the Initial Revolving Loans,
(C) shall not mature earlier than the Revolving Maturity Date for the Initial Revolving Loans (without giving effect to the proviso in the definition of “Revolving Maturity Date”) (other than in a principal amount not to exceed the Maturity Limitation Excluded Amount or any customary bridge facility, so long as such bridge facility provides for an automatic extension to long-term Indebtedness that satisfies the requirements set forth in this clause (C)) and shall not be subject to amortization;
(D) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandingsoutstanding Incremental Revolving Loans), (2) repayments required upon the maturity date Maturity Date of the Incremental any Revolving Credit Commitments and 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 (D) below)Commitments) of Revolving 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 outstanding Revolving Credit Commitments existing on the such Incremental Facility Closing Date,;
(CE) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing Section 2.04 in connection with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Maturity Date at any time Incremental Revolving Credit Commitments with a longer maturity datelater Maturity Date are outstanding, shall provide that 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 Commitment in accordance with their its percentage of the Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g)2.04, 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),;
(DF) 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 may be made on a pro rata basis or less than a pro rata basis (but not on a or greater than a pro rata basis) , in each case, with all other Revolving Credit Commitments existing on the such Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,;
(EG) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) 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 Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Revolving Administrative Agent; and
(H) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Credit Lenders;
(iii) the interest rate margins, original issue discount or upfront fees (if any), interest rate floors (if any) and amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall will be determined by the Borrower and the applicable Lenders lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth Loans; provided that in each applicable Incremental Amendment; provided, however, if the All-In event that the Effective Yield applicable with respect to any Incremental Term Loans that satisfy each of the MFN Conditions is greater than the Effective Yield for the Term B-1 Loans (other than including, for the avoidance of doubt, the Incremental Term B-1 Loans) by more than 0.50%, the Applicable Rate for the Term B-1 Loans which constitute MFN Excluded (including, for the avoidance of doubt, the Incremental Term B-1 Loans) shall be greater than the applicable All-In Yield payable pursuant increased to the terms extent necessary so that the Effective Yield for the Term B-1 Loans (including, for the avoidance of this Agreement as amended through doubt, the date of such calculation with respect Incremental Term B-1 Loans) is equal to such applicable Initial Term Loans by more than 100 basis points per annum (the amount of such excess of the All-In Effective Yield applicable to for 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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential minus 0.50% (this provisoclause (iii), the “MFN ProtectionAdjustment”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).
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 Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class Commitment shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Commitments Term Loans or Incremental Term Commitments, and except as otherwise set forth herein, to the extent not substantially consistent with the Term Loans existing on the Incremental Tranche Closing Date (as determined by the Borrower and for conclusively evidenced by a certificate of the avoidance of doubtBorrower), no consent of shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise shall be reasonably satisfactory to the Administrative Agent shall be required except to the extent affecting the rights and duties of(in its capacity as such) (other than in respect of pricing, fees, rate floors, optional prepayment, redemption terms, amortization or any fees or other amounts payable tomaturity), such Administrative Agent); provided it being understood that to the extent any more restrictive financial maintenance covenant Previously Absent Financial Maintenance Covenant is added for the benefit of such any Incremental LoansTerm Loan or Incremental Term Commitment, such financial maintenance covenant 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 Revolving Credit Facility Term Loans existing on the Incremental Tranche Closing Date (it being understood that then benefits from a financial maintenance covenant and is remaining outstanding (except the terms of any Incremental Term Loans shall not be more favorable to the extent Lenders in respect of such financial maintenance covenant is applicable Incremental Term Loans (including through the addition of a Previously Absent Financial Maintenance Covenant) unless such terms only to periods apply after the Latest termination of the Initial Term Facility or this Agreement is amended such that the Initial Term Lenders receive the benefit of more favorable terms) or (B) only applicable after the Maturity Date of any Term Loan existing on the Incremental Tranche Closing Date. Notwithstanding the foregoing, in the case of a Term Loan Increase, the terms, provisions and documentation of such Revolving Credit Facility)Term Loan Increase shall be identical (other than with respect to underwriting, commitment or upfront fees, original issue discount or similar fees) to the applicable Term Loans being increased. In any event:,
(i) the each Incremental Term LoansLoan or Incremental Term Commitment:
(A) may (i) rank pari passu or junior in right of payment and in right of security with the other Loans or Commitments, as applicable, of such Class (subject to an Intercreditor Agreement or the Permitted Earlier Maturity Indebtedness ExceptionCollateral Trust Agreement, as applicable) or (ii) be unsecured;
(B) shall not mature earlier than the Maturity Date of with respect to 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,;
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or on the Dollar Incremental Term Loans; provided that date of incurrence of such Incremental Term Loans (x) incurred for purposes except by virtue of consummating a Permitted Acquisition amortization 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity prepayment of the Revolving Credit Commitments,Initial Term Loans prior to the time of such incurrence);
(CD) shall have an Applicable Ratefees and, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,
(D) may participate 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 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 to the extent pari passu in any Approved Currency,
(ii) right of payment and in right of security with the Term Loans existing on the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans Tranche Closing Date, shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made participation on a pro rata basis (orbasis, in the case of repayment, or on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on ), in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,Amendment.
(Eii) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In In-Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if that the All-In In-Yield applicable to any Incremental Term Loans (other than Incremental that are pari passu with the Initial Term Loans in right of payment and with respect to security and which constitute MFN Excluded Loans) are incurred prior to the 48 month anniversary of the Closing Date 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 such applicable the Initial Term Loans by more than 100 basis points per annum (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 50 basis points per annum, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, Adjusted LIBOR or Base Rate floor) with respect to such Initial Term Loans is increased so as to cause the then applicable All-In-Yield under this Agreement on such Initial Term SOFR floorLoans to equal the All-In-Yield then applicable to the Incremental Term Loans minus 50 basis points (such increase, RFR the “MFN Adjustment”); provided that (i) any increase in All-In-Yield to the Initial Term Loans due to the application of an Adjusted LIBOR floor or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any Adjusted LIBOR floor or Base Rate floor applicable to the Initial Term Loans, (ii) any amendment to the Applicable Margin on the Initial Term Loans that became effective after the Closing Date but prior to the incurrence of the Incremental Term Loans shall be included and (iii) if the Initial Term Loans or the Incremental Term Loans includes any LIBOR, EURIBOR or Base Rate floor, as applicable) with respect to and the published LIBOR, EURIBOR or Base Rate on the applicable Initial date of determination is less than such LIBOR, EURIBOR or Base Rate floor, the resulting difference will be equated to interest rate margin for purposes of this paragraph (ii);
(iii) there shall be no borrowers or guarantors in respect of such Incremental Term Loan that are not the Borrower or a Guarantor, and Incremental Term Loans shall not be increased secured by the applicable Yield Differential assets other than Collateral; and
(this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to iv) Incremental Terms Term Loans incurred in a currency other than Dollars or Eurosprior to January 1, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)2019 may only be used to finance Permitted Acquisitions.
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 Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not substantially similar with the rights terms of the Initial Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Agent (except for covenants and duties of, or terms that apply solely to any fees or other amounts payable to, period after the Latest Maturity Date that is in effect on the effective date of such Administrative Agent); provided Incremental Amendment) (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansLoans or any Incremental Commitments, no consent shall be required from the Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is each Class remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date effectiveness of such Revolving Credit FacilityIncremental Amendment). 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 Loans (and to the extent subordinated in right of payment or security, shall be subject to an Additional Intercreditor Agreement and the Permitted Earlier Maturity Indebtedness Exception, ABL Intercreditor Agreement or an alternate intercreditor and subordination arrangement reasonably satisfactory to the Agent),
(B) shall not mature earlier than the Maturity Date 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Term Loans; provided that Incremental Term Loans (x) incurred for purposes without giving effect to any prepayments 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 Initial Loans prior to the time of incurrence of such customary bridge facilities are to be converted or exchanged satisfies Incremental Loans that would otherwise modify the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsInitial Loans),
(CD) shall have an Applicable RateMargin, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Borrower and the applicable Incremental Term Lenders,
(DE) the Incremental Loans 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 Loans shall be on a pro rata basis or less than pro rata basis (but and any Incremental Facility shall share not greater than ratably in any voluntary or mandatory prepayment of the Loans; provided, that each Class of Loans shall be prepaid prior to any Incremental Facility that is junior or subordinated in right of payment thereto; provided, further, that each Class of Loans shall be prepaid with any mandatory prepayments prior to any Incremental Facility that is junior in lien priority thereto, provided that, subject to the foregoing, any Incremental Facility may provide for the ability to participate on a greater than non-pro rata basis (other than with respect to in any mandatory voluntary 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,Loans.
(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 not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the The amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental 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 Incremental Loans secured on a pari passu basis with the Initial Loans that are made on or prior to the date that is twelve (12) months after the Closing Date, if the All-In Yield applicable to any such Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable the Initial Term Loans by more than 100 fifty (50) basis points per annum (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 fifty (50) basis points per annum, the “Yield Differential”) then the interest rate (together with with, as provided in the applicable Term SOFR floorproviso below, RFR the Eurocurrency Rate or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further provided, further, that, if any Incremental Loans include a LIBOR Rate or Base Rate floor that notwithstanding is greater than the foregoingLIBOR Rate or Base Rate floor applicable to any existing Class of Loans, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars such differential between LIBOR Rate or EurosBase 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 LIBOR Rate or Base Rate floor applicable to the existing Loans would cause an increase in the interest rate then in effect thereunder, and in such case the LIBOR Rate and Base Rate floors (but not the Applicable Margin) applicable to the existing Loans shall be increased to the extent of such differential between LIBOR Rate or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (Base Rate floors as determined by the Borrower in good faith)case may be.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Delek US 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 and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent); provided that not identical to the extent any Amendment and Restatement DateNo. 3 Term Loans, existing on the Incremental Facility Closing Date, shall be not materially more restrictive financial maintenance covenant is added for the benefit of such Incremental Loans, such financial maintenance covenant shall be added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit Facility). In any event:
(i) the Incremental Term Loans:
(A) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Amendment and Restatement DateNo. 3 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 each caseeffect 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 only be included for the benefit of the Term Loan Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees (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 Loans being increased as existing on the Incremental Facility Closing Date. In any event: the Incremental Loans:
(i) shall (x) rank 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 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 Borrower) as applicable pursuant to clause (4)(c) above,
(ii) shall not mature earlier than the Original Term Loan Maturity Date of the Revolving Credit CommitmentsDate,
(Biii) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Amendment and Restatement DateNo. 3 Term Loans or on the Dollar date of incurrence of such Incremental Term Loans; provided that Incremental the effects of any amortization or prepayments made on the Amendment and Restatement DateNo. 3 Term Loans (x) incurred for purposes prior to the date 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 incurrence will be converted or exchanged satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitmentsdisregarded,
(Civ) shall have an Applicable Rate, and subject to clauses clause (e)(i)(A) and (e)(i)(B5)(a)(iii) above and clause (e)(iii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders,
(Dv) may participate on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis (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,
(Evi) shall be available denominated in any Approved Currency,
(ii) a currency as determined by the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments Borrower and the Revolving Credit Loansapplicable Incremental Lenders, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage consent of the Revolving Credit Commitments on the Incremental Facility Closing Date Administrative Agent (and except as provided in Section 2.03(n) and Section 2.04(gnot to be unreasonably withheld, delayed or conditioned), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(Fvii) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors. to the extent any Incremental Revolving Credit Commitments may constitute a separate Class Loans or Classes, as Other Loans that are in the case may be, form of Commitments from term loans that rank pari passu in right of security with the Classes constituting Amendment and Restatement DateNo. 3 Term Loans are issued within 12 months of the Amendment and RestatementNo. 3 Effective Date have an All-In Yield more than 0.75% higher than the corresponding All-In Yield applicable Revolving Credit Commitments to the Amendment and Restatement DateNo. 3 Term Loans in effect immediately prior to the applicable Incremental Facility Closing Date; and
Amendment or Refinancing Amendment, the All-In Yield with respect to the Amendment and Restatement DateNo. 3 Term Loans hereunder shall be adjusted to be equal to the All-In Yield with respect to such Incremental Loans or Other Loans that are in the form of term loans that rank pari passu in right of security with the Amendment and Restatement DateNo. 3 Term Loans, as applicable, minus 0.75% (iii) the “MFN Provision”). the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower Borrower, the Administrative Agent and the applicable Incremental Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).
Appears in 1 contract
Sources: 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 Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Borrowers and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent the terms of any Incremental Term Loans are not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, existing on the Incremental Facility Closing Date, the terms of such Incremental Term Loans shall either, (x) not be materially more restrictive to the Borrowers (as determined by the Administrative Borrower in good faith), when taken as a whole, than the terms of the Term B Loans, except for 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 (and for the avoidance of doubt, no consent of y) be reasonably satisfactory to the Administrative Agent shall (it being understood that (I) 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 need not be required except reasonably satisfactory to the Administrative Agent and (II) to the extent affecting the rights and duties of, or that any fees Previously Absent Financial Maintenance Covenant or other amounts payable to, such Administrative Agent); provided that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansTerm Loans and Incremental Term Commitments, such financial maintenance covenant no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such Previously Absent Financial Maintenance Covenant or other covenant is also added for the benefit of the Revolving Credit Facility existing Term Loans); provided that then benefits from in the case of a financial maintenance covenant request to effect a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees) (it being understood that, if necessary to consummate such Term Loan Increase which is remaining outstanding (except intended to be fungible for U.S. federal income tax purposes, the interest rate margins and rate floors on the existing Class of Term Loans may be automatically increased and any call protection provision may be made more favorable to the extent such financial maintenance covenant is applicable only existing Lenders) to periods after the Latest Maturity Date of such Revolving Credit Facility)applicable Term Loans being increased 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, or junior in right of payment to, the Obligations under the then existing Term Loans and will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) to the extent (x) secured by any Applicable Lien, shall be subject to the Permitted Earlier Maturity Indebtedness ExceptionABL Intercreditor Agreement, the Second Lien Intercreditor Agreement and, if applicable, the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable,
(B) as of the Incremental Facility Closing Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date of the Initial Term Loans or Dollar Incremental Term B 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to as of the Permitted Earlier Maturity Indebtedness ExceptionIncremental Facility Closing Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Term Loans; provided that Incremental Term B Loans (xprior to any extension thereto) incurred for purposes of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilities, so long except as may be required to achieve fungibility with any existing term loan facility to the long-term Indebtedness into which such customary bridge facilities are extent intended to be converted or exchanged satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitmentsfungible,
(CD) subject to clause (e)(iii) below, shall have an Applicable RateRate and Eurocurrency Rate or Base Rate floor (if any), and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower Borrowers and the applicable Incremental Term Lenders; provided that if the Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) for a Term Loan Increase shall be higher than the Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) for the Class being increased, then the Applicable Rate for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,
(DE) shall have fees, if any, determined by the Borrowers and the applicable Incremental Term Loan arranger(s), and
(F) may participate on a pro rata basis or less than or greater than pro rata basis in any voluntary prepayments of other Classes of Term Loans; and may participate on a pro rata basis or less than pro rata basis in any mandatory prepayments of Term Loans hereunder (but not on a greater than pro rata basis (other than with respect to any mandatory except for AHYDO Payments and prepayments of Term Loans pursuant to Section 2.05(b)(iii2.05(b)(iv) and Section 2.05(b)(vi)(A)(y)) 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) except with respect to maturity, pricing and fees which shall be determined by the Borrowers, the terms of any Incremental Revolving Credit Commitments shall be reasonably satisfactory to the Administrative Agent and Parent Borrower); provided that, notwithstanding anything in this Section 2.14 to the contrary, the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature shall rank pari passu in right of payment with, or provide for mandatory commitment reductions earlier than junior in right of payment to, the Latest Maturity Date of any Revolving Credit Commitments outstanding at Obligations under the time of incurrence of such Incremental Revolving Credit Commitments then existing Term Loans and will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) require scheduled amortization,to the extent (x) secured by any Applicable Lien, shall be subject to the Second Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement and the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable;
(B) the borrowing may include provisions for letter of credit and repayment (except for (1) payments of interest swing line subfacilities 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 may be available in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,any Available Currency; and
(C) subject to the provisions as of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on not have a better than a pro rata basis as compared to any other Class with a later final scheduled maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by earlier than, or scheduled commitment reductions prior to, the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments date that is one year prior to the Incremental Facility Closing Date; andthen earliest Maturity Date for any Term Loans.
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower Borrowers and the applicable Incremental Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if that the All-In Yield applicable to any Incremental Term Loans (other than Incremental that rank pari passu in right of payment and security with the Term B 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 such applicable Initial Term B Loans by more than 100 plus 50 basis points per annum unless the interest rate (together with, as provided in the amount of such excess of proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Term B Loans to equal the All-In Yield then applicable to such the Incremental Term Loans over minus 50 basis points (the sum of the “MFN Adjustment”); provided that any increase in All-In Yield applicable to any Term B Loan due to the applicable Initial Terms Loans plus 100 basis points per annum, the “Yield Differential”) then the interest rate (together with the applicable Term SOFR floor, RFR application or imposition of a Eurocurrency Rate or Base Rate floorfloor on any Incremental Term Loan shall be effected, at the Borrowers’ option, (x) through an increase in (or implementation of, as applicable) with respect any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan, (y) through an increase in the applicable Initial Applicable Rate for such Term Loans shall be increased by the applicable Yield Differential B Loan or (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting z) any combination of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)x) and (y) above.
Appears in 1 contract
Sources: First Lien Credit Agreement (Option Care Health, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Borrowers and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent the terms of any Incremental Term Loans are not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, existing on the Incremental Facility Closing Date, the terms of such Incremental Term Loans shall either, (x) not be materially more restrictive to the Borrowers (as determined by the Administrative Borrower in good faith), when taken as a whole, than the terms of the Term B Loans, except for 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 (and for the avoidance of doubt, no consent of y) be reasonably satisfactory to the Administrative Agent shall (it being understood that (I) 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 need not be required except reasonably satisfactory to the Administrative Agent and (II) to the extent affecting the rights and duties of, or that any fees Previously Absent Financial Maintenance Covenant or other amounts payable to, such Administrative Agent); provided that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansTerm Loans and Incremental Term Commitments, such financial maintenance covenant no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such Previously Absent Financial Maintenance Covenant or other covenant is also added for the benefit of the Revolving Credit Facility existing Term Loans); provided that then benefits from in the case of a financial maintenance covenant request to effect a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees) (it being understood that, if necessary to consummate such Term Loan Increase which is remaining outstanding (except intended to be fungible for U.S. federal income tax purposes, the interest rate margins and rate floors on the existing Class of Term Loans may be automatically increased and any call protection provision may be made more favorable to the extent such financial maintenance covenant is applicable only existing Lenders) to periods after the Latest Maturity Date of such Revolving Credit Facility)applicable Term Loans being increased 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, or junior in right of payment to, the Obligations under the then existing Term Loans and will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) to the extent (x) secured by any Applicable Lien, shall be subject to the Permitted Earlier Maturity Indebtedness ExceptionABL Intercreditor Agreement, the Second Lien Intercreditor Agreement and, if applicable, the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable,
(B) as of the Incremental Facility Closing Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date of the Initial Term Loans or Dollar Incremental Term B Loans; provided that any Incremental Term Loans (x) incurred for purposes of consummating in an aggregate amount not to exceed the then available Inside Maturity Basket may have 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature final scheduled maturity date earlier than the Maturity Date of the Revolving Credit CommitmentsTerm B Loans,
(BC) subject to as of the Permitted Earlier Maturity Indebtedness ExceptionIncremental Facility Closing Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term B Loans or (prior to any extension thereto) except as may be required to achieve fungibility with any existing term loan facility to the Dollar Incremental Term Loansextent intended to be fungible; provided that that, any Incremental Term Loans (x) incurred for purposes of consummating in an aggregate amount no to exceed the then available Inside Maturity Basket may have 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsTerm B Loans,
(CD) subject to clause (e)(iii) below, shall have an Applicable RateRate and Eurocurrency Rate or Base Rate floor (if any), and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower Borrowers and the applicable Incremental Term Lenders; provided that if the Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) for a Term Loan Increase shall be higher than the Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) for the Class being increased, then the Applicable Rate for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,
(DE) shall have fees, if any, determined by the Borrowers and the applicable Incremental Term Loan arranger(s), and
(F) may participate on a pro rata basis or less than or greater than pro rata basis in any voluntary prepayments of other Classes of Term Loans; and may participate on a pro rata basis or less than pro rata basis in any mandatory prepayments of Term Loans hereunder (but not on a greater than pro rata basis (other than with respect to any mandatory except for AHYDO Payments and prepayments of Term Loans pursuant to Section 2.05(b)(iii2.05(b)(iv) and Section 2.05(b)(vi)(A)(y)) 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) except with respect to maturity, pricing and fees which shall be determined by the Borrowers, the terms of any Incremental Revolving Credit Commitments shall be reasonably satisfactory to the Administrative Agent and Parent Borrower); provided that, notwithstanding anything in this Section 2.14 to the contrary, the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature shall rank pari passu in right of payment with, or provide for mandatory commitment reductions earlier than junior in right of payment to, the Latest Maturity Date of any Revolving Credit Commitments outstanding at Obligations under the time of incurrence of such Incremental Revolving Credit Commitments then existing Term Loans and will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) require scheduled amortization,to the extent (x) secured by any Applicable Lien, shall be subject to the Second Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement and the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable;
(B) the borrowing may include provisions for letter of credit and repayment (except for (1) payments of interest swing line subfacilities 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 may be available in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,Dollars; and
(C) subject to the provisions as of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on not have a better than a pro rata basis as compared to any other Class with a later final scheduled maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by earlier than, or scheduled commitment reductions prior to, the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments date that is one year prior to the Incremental Facility Closing Date; andthen earliest Maturity Date for any Term Loans.
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower Borrowers and the applicable Incremental Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if that the All-In Yield applicable to any Incremental Term Loans that (other than Incremental I) are incurred prior to the one-year anniversary of the Closing Date, (II) rank pari passu in right of payment and security with the Term B Loans, (III) are obtained pursuant to Sections 2.14(d)(iv)(B) or 2.14(d)(iv)(C), (IV) have a Maturity Date within one year of the Maturity Date of the Term B Loans which constitute MFN Excluded Loansand (V) are not incurred in connection with any Permitted Acquisition or permitted Investment 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 such applicable Initial Term B Loans by more than 100 plus 50 basis points per annum unless the interest rate (together with, as provided in the amount of such excess of proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Term B Loans to equal the All-In Yield then applicable to such the Incremental Term Loans over minus 50 basis points (the sum of the “MFN Adjustment”); provided that any increase in All-In Yield applicable to any Term B Loan due to the applicable Initial Terms Loans plus 100 basis points per annum, the “Yield Differential”) then the interest rate (together with the applicable Term SOFR floor, RFR application or imposition of a Eurocurrency Rate or Base Rate floorfloor on any Incremental Term Loan shall be effected, at the Borrowers’ option, (x) through an increase in (or implementation of, as applicable) with respect any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan, (y) through an increase in the applicable Initial Applicable Rate for such Term Loans shall be increased by the applicable Yield Differential B Loan or (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting z) any combination of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)x) and (y) above.
Appears in 1 contract
Sources: First Lien Credit Agreement (Option Care Health, Inc.)
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights and duties ofTerm Loans or Revolving Credit Commitments, or any fees or other amounts payable toas applicable, such each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent); provided Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit any corresponding existing Facility). 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) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Latest Maturity Date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Series B-3 Term Loans; provided that Incremental , or following the Maturity Date of the Series B-3 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each caseLoans, shall only require that the remaining have a Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsSeries B-4 Term Loans,
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,, and
(DE) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; 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) 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 (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationCommitments,
(BC) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments repayment made in connection with a permanent repayment and termination of commitments (subject to clause (DE) 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,
(CD) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(DE) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(EF) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(FG) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and.
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, that (A) with respect to any Loans under Incremental Term Loan Commitments or Incremental Revolving Credit Commitments made on or prior to the date that is 12 months after the Amendment No. 1 Effective Date, if the All-In Yield applicable to any such Incremental Term Loans (other than or Incremental Term Revolving Credit Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Series B-2 Term Loans by more than 100 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Benchmark or Base Rate floor) with respect to the Series B-2 Term Loans shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Benchmark or Base Rate floor that is greater than the Benchmark or Base Rate floor applicable to the Series B-2 Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii)(A) but only to the extent an increase in the Benchmark or Base Rate Floor applicable to the existing Series B-2 Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Benchmark and Base Rate floors (but not the Applicable Rate) applicable to the Series B-2 Term Loans shall be increased to the extent of such differential between interest rate floors, (B) with respect to any Term Loans under Incremental Term Loan Commitments made on or prior to the date that is 6 months after the Amendment No. 10 Effective Date, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Series B-3 Term Loans by more than 50 basis points per annum (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 Series B-3 Terms Loans plus 100 50 basis points per annum, the “Series B-3 Yield Differential”) then the interest rate (together with with, as provided in the applicable Term SOFR floorproviso below, RFR the Benchmark or Base Rate floor, as applicable) with respect to the applicable Initial Series B-3 Term Loans shall be increased by the applicable Series B-3 Yield Differential Differential; provided, further that, if any Incremental Term Loans include a Benchmark or Base Rate floor that is greater than the Benchmark or Base Rate floor applicable to the Series B-3 Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii)(B) but only to the extent an increase in the Benchmark or Base Rate Floor applicable to the existing Series B-3 Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Benchmark and Base Rate floors (but not the Applicable Rate) applicable to the Series B-3 Term Loans shall be increased to the extent of such differential between interest rate floors and (C) with respect to any Term Loans under Incremental Term Loan Commitments made on or prior to the date that is 6 months after the Amendment No. 10 Effective Date, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this provisoAgreement as amended through the date of such calculation with respect to Series B-4 Term Loans by more than 50 basis points per annum (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 Series B-4 Terms Loans plus 50 basis points per annum, the “MFN ProtectionSeries B-4 Yield Differential”); ) then the interest rate (together with, as provided further that notwithstanding in the foregoingproviso below, the MFN Protection Benchmark or Base Rate floor) with respect to the Series B-4 Term Loans shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined be increased by the Borrower applicable Series B-4 Yield Differential; provided, further that, if any Incremental Term Loans include a Benchmark or Base Rate floor that is greater than the Benchmark or Base Rate floor applicable to the Series B-4 Term Loans, such differential between interest rate floors shall be included in good faith)the calculation of All-In Yield for purposes of this clause (iii)(C) but only to the extent an increase in the Benchmark or Base Rate Floor applicable to the existing Series B-4 Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Benchmark and Base Rate floors (but not the Applicable Rate) applicable to the Series B-4 Term Loans shall be increased to the extent of such differential between interest rate floors.
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders, and except as otherwise set forth herein, to the extent not identical to the Initial Term Facility or Initial Revolving Facility, as applicable, existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (ii) be not materially more favorable (when taken as a whole), as reasonably determined by the Borrower, to the Incremental Lenders providing such Incremental Commitments Facility than the terms and conditions of the Initial Term Facility or Initial Revolving Facility, as applicable, except, in each case under this clause (ii), with respect to (x) covenants and other terms only applicable to periods after the Term Maturity Date for the avoidance of doubtInitial Term Facility or the Revolving Maturity Date for the Initial Revolving Facility, no consent of as applicable, or (y) covenants and other terms reasonably satisfactory to the Administrative Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent)Agents; provided that to the extent any more restrictive financial maintenance covenant or term is added for the benefit of such Incremental Loans, such financial maintenance covenant shall be (I) added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance Incremental Lenders of an Incremental Term Commitment, such covenant and is remaining outstanding (except or term will be deemed satisfactory to the Term Administrative Agent to the extent that such financial maintenance term or covenant is applicable only to periods after also added, or the Latest Maturity Date features of such term or provision are provided, for the benefit of the Initial Term Facility or (II) added for the benefit of Incremental Lenders of an Incremental Revolving Credit Facility, such covenant or term will be deemed satisfactory to the Revolving Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Initial Revolving Facility; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date (provided that, if such Incremental Term Loans are to be “fungible” with any existing Term Loans, notwithstanding any other conditions specified in this Section 2.20(e), 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 Term Administrative Agent to ensure that such Incremental Term Loans will be “fungible” with such existing Term Loans). In any event:
(i) the Incremental Term LoansLoans and Incremental Term Commitments:
(A) subject to shall not be guaranteed by any Person other than any Loan Party unless such guarantee is provided for the Permitted Earlier Maturity Indebtedness Exception, benefit of the Lenders;
(B) (i) shall rank equal in right of payment and in priority of right of security with the Initial Term Loans;
(C) shall not mature earlier than the Term Maturity Date of for the Initial Term Loans or Dollar Incremental Term Loans(other than in a principal amount not to exceed the Maturity Limitation Excluded Amount); provided that the requirements set forth in this clause (C) shall not apply to any Incremental Term Loans (x) incurred for purposes consisting of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilitiesfacility, so long as the such bridge facility provides for an automatic extension to long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged that satisfies the requirements of set forth in this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faithC), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,;
(BD) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Term Loans; provided that the requirements set forth in this clause (D) shall not apply to (x) any Maturity Limitation Excluded Amount and (y) any Incremental Term Loans (x) incurred for purposes consisting of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilitiesfacility, so long as the such bridge facility provides for an automatic extension to long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged that satisfies the requirements of set forth in this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faithD), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,;
(CE) shall have an Applicable Rate, and subject to clauses clause (e)(i)(A) and (e)(i)(BD) above and clause (e)(iiiiii) belowbelow and Section 2.20(e)(iii), shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders,;
(DF) may participate 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 mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any mandatory prepayments of the Initial Term Loans hereunder, as specified in the applicable Incremental Facility Amendment; provided that the Borrower shall voluntary prepayments may be permitted to prepay any Class of Term Loans made on a better than a non pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Classbasis; and
(EG) shall be available in any Approved Currency,may contain customary “most-favored nation” pricing provisions with respect to future incurrences of Indebtedness.
(ii) the Incremental Revolving Credit Commitments Loans 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 otherwiseCommitments:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide be guaranteed by any Person other than any Loan Party unless such guarantee is provided for mandatory commitment reductions earlier than the Latest Maturity Date benefit of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationLenders,
(B) shall rank equal in right of payment and in priority of right of security with the Initial Revolving Loans,
(C) shall not mature earlier than the Revolving Maturity Date for the Initial Revolving Loans (without giving effect to the proviso in the definition of “Revolving Maturity Date”) (other than in a principal amount not to exceed the Maturity Limitation Excluded Amount or any customary bridge facility, so long as such bridge facility provides for an automatic extension to long-term Indebtedness that satisfies the requirements set forth in this clause (C)) and shall not be subject to amortization;
(D) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandingsoutstanding Incremental Revolving Loans), (2) repayments required upon the maturity date Maturity Date of the Incremental any Revolving Credit Commitments and 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 (D) below)Commitments) of Revolving 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 outstanding Revolving Credit Commitments existing on the such Incremental Facility Closing Date,;
(CE) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing Section 2.04 in connection with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Maturity Date at any time Incremental Revolving Credit Commitments with a longer maturity datelater Maturity Date are outstanding, shall provide that 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 Commitment in accordance with their its percentage of the Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g)2.04, 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),;
(DF) 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 may be made on a pro rata basis or less than a pro rata basis (but not on a or greater than a pro rata basis) , in each case, with all other Revolving Credit Commitments existing on the such Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,;
(EG) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) 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 Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Revolving Administrative Agent; and
(H) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Credit Lenders;
(iii) the interest rate margins, original issue discount or upfront fees (if any), interest rate floors (if any) and amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall will be determined by the Borrower and the applicable Lenders lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth Loans; provided that in each applicable Incremental Amendment; provided, however, if the All-In event that the Effective Yield applicable with respect to any Incremental Term Loans that satisfy each of the MFN Conditions is greater than the Effective Yield for the Term B-1-2 Loans (other than including, for the avoidance of doubt, the Incremental Term B-1 Loans) by more than 0.50%, the Applicable Rate for the Term B-1-2 Loans which constitute MFN Excluded (including, for the avoidance of doubt, the Incremental Term B-1 Loans) shall be greater than the applicable All-In Yield payable pursuant increased to the terms extent necessary so that the Effective Yield for the Term B-1-2 Loans (including, for the avoidance of this Agreement as amended through doubt, the date of such calculation with respect Incremental Term B-1 Loans) is equal to such applicable Initial Term Loans by more than 100 basis points per annum (the amount of such excess of the All-In Effective Yield applicable to for 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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential minus 0.50% (this provisoclause (iii), the “MFN ProtectionAdjustment”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).
Appears in 1 contract
Required Terms. The Except as set forth in clauses (a) through (c) below, 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 and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent); provided that not identical to the extent any Closing Date Term Loans existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (a) be not materially more restrictive financial maintenance covenant is added for to the benefit of such Incremental Loans, such financial maintenance covenant shall be added for Borrower when taken as a whole (as determined by the benefit Borrower in good faith) than the terms of the Revolving Credit Facility that then benefits from a financial maintenance covenant Closing Date Term Loans except with respect to covenants and is remaining outstanding (except to the extent such financial maintenance covenant is other terms applicable only to periods after the Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments, or (b) if clause (a) is not satisfied, be reasonably satisfactory to the Administrative Agent acting at the direction of the Required Lenders (provided that, at the Borrower’s election, to the extent any term or provision is added for the benefit of 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 Revolving Credit Facilityterm or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans; provided that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term 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 Term Loan Increase) to the applicable Class of Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date (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 the 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) subject (I) shall either rank equal in priority of right of payment with the Closing Date Term Loans or junior in priority of right of payment to the Permitted Earlier Maturity Indebtedness ExceptionSecond Out Term Loans under this Agreement (as determined by the Borrower) and (II) to the extent secured, shall rank equal or junior in priority of right of security (but without regard to the control of remedies) with the Obligations under this Agreement;
(II) shall not mature earlier than the Original Term Loan Maturity Date 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit CommitmentsDate,
(BIII) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Closing Date Term Loans or on the Dollar date of incurrence of such Incremental Term Loans; provided that Incremental Term Loans Loan,
(xIV) 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 subject to be converted or exchanged satisfies the requirements of this clause (B5)(a)(III) above and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or clause (z5)(c) constituting term loan facilities other than term “b” loans (as below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders (provided, that if such Incremental Term Loans are to be “fungible” with any then-existing Class of Term Loans notwithstanding any other conditions specified in good faiththis 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 ensure that the Incremental Term Loans will be (or will be deemed to be) “fungible” with such Class of Term Loans),
(V) may participate (x) on a pro rata basis, or on a less than or greater than pro rata basis, in any voluntary prepayment of Term Loans and (y) on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any mandatory prepayment of Term Loans under Section 2.05(2)(a), (b) or (d), in each case, shall only require that as specified in the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitmentsapplicable Incremental Amendment,
(CVI) shall have an Applicable Ratebe denominated in Dollars or, and subject to clauses the consent of the Administrative Agent (e)(i)(A) and (e)(i)(B) above and clause (e)(iii) belownot to be unreasonably withheld, amortization conditioned or delayed), another currency as determined by the Borrower and the applicable Incremental Term Lenders,
(DVII) may participate on a pro rata basis or less than pro rata basis (but shall not on a greater than pro rata basis (at any time be guaranteed by any Person other than with the Guarantors, and
(VIII) the obligations in respect to thereof shall not be secured by any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)property or assets other than the Collateral;
(b) 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[reserved]; and
(E) shall be available in any Approved Currency,
(iic) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest Applicable Rate and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, if that with respect to Incremental Term Loans that are secured by the All-In Collateral and rank equal in priority of right of security (but without regard to the control of remedies) with the Obligations under this Agreement (but without regard to the control of remedies), the Effective Yield applicable to any such Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded 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 such applicable Initial Closing Date Term Loans by more than 100 (but calculated without regard to the PIK Interest Election) plus 50 basis points per annum unless the Applicable Rate with respect to the Closing Date Term Loans is increased so as to cause the Effective Yield then applicable under this Agreement with respect to the Closing Date Term Loans to equal the Effective Yield then applicable to such Incremental Term Loans minus 50 basis points per annum (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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN ProtectionProvision”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Borrowers and the applicable Incremental Lenders providing such Incremental Commitments Commitments, and except as otherwise set forth herein, to the extent not substantially similar with the terms of the Initial Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Agent (except for (i) 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 and (ii) to the extent more restrictive, when taken as a whole, to the Par Borrower and its Restricted Subsidiaries, than the terms of the Initial Loans existing on the Incremental Facility Closing Date, terms that are added for the avoidance benefit of doubt, each Class of Loans remaining outstanding after the effectiveness of such Incremental Amendment (it being understood that no consent of the Administrative Agent shall be required except from the Agent or any of the Lenders to the extent affecting that such terms are also added for the rights and duties of, or any fees or other amounts payable to, benefit of each Class of Loans remaining outstanding after the effectiveness of such Administrative Agent); provided Incremental Amendment) (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansLoans or any Incremental Commitments, no consent shall be required from the Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is each Class remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date effectiveness of such Revolving Credit FacilityIncremental Amendment). In any event:
(i) the Incremental Term Loans:
(A) shall be unsecured or shall rank pari passu in right of payment and of security with the Loans (and to the extent subordinated in right of payment or security, shall be subject to an Additional Intercreditor Agreement, the Permitted Earlier Maturity Indebtedness Exception, Collateral Rights Agreements and the Intermediation Access Agreements or an alternate intercreditor and subordination arrangement reasonably satisfactory to the Agent),
(B) shall not mature earlier than the Maturity Date 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Dollar Incremental Term Loans; provided that Incremental Term Loans (x) incurred for purposes without giving effect to any prepayments 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 Initial Loans prior to the time of incurrence of such customary bridge facilities are to be converted or exchanged satisfies Incremental Loans that would otherwise modify the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsInitial Loans),
(CD) shall have an Applicable RateMargin, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Borrower Borrowers and the applicable Incremental Term Lenders,
(DE) the Incremental Loans 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 Loans shall be on a pro rata basis or less than pro rata basis (but and any Incremental Facility shall share not greater than ratably in any voluntary or mandatory prepayment of the Loans; provided, that each Class of Loans shall be prepaid prior to any Incremental Facility that is junior or subordinated in right of payment thereto; provided, further, that each Class of Loans shall be prepaid with any mandatory prepayments prior to any Incremental Facility that is unsecured, provided that, subject to the foregoing, any Incremental Facility may provide for the ability to participate on a greater than non-pro rata basis (other than with respect to in any mandatory voluntary 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,Loans.
(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 not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the The amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower Borrowers and the applicable Incremental 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 Incremental Loans secured on a pari passu basis with the Initial Loans that are made on or prior to the date that is twelve (12) months after the Closing Date, if the All-In Yield applicable to any such Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable the Initial Term Loans by more than 100 fifty (50) basis points per annum (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 fifty (50) basis points per annum, the “Yield Differential”) then the interest rate (together with with, as provided in the applicable Term SOFR floorproviso below, RFR the Eurocurrency Rate or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further provided, further, that, if any Incremental Loans include a SOFR or Base Rate floor that notwithstanding is greater than the foregoingSOFR or Base Rate floor applicable to any existing Class of Loans, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars such differential between SOFR or EurosBase 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 SOFR or Base Rate floor applicable to the existing Loans would cause an increase in the interest rate then in effect thereunder, and in such case the SOFR and Base Rate floors (but not the Applicable Margin) applicable to the existing Loans shall be increased to the extent of such differential between SOFR or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (Base Rate floors as determined by the Borrower in good faith)case may be.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Par Pacific Holdings, 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 Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class Commitment shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Commitments Term Loans or Incremental Term Commitments, and except as otherwise set forth herein, to the extent not substantially consistent with the Term Loans existing on the Incremental Tranche Closing Date (as determined by the Borrower and for conclusively evidenced by a certificate of the avoidance of doubtBorrower), no consent of shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise shall be reasonably satisfactory to the Administrative Agent shall be required except to the extent affecting the rights and duties of(in its capacity as such) (other than in respect of pricing, fees, rate floors, optional prepayment, redemption terms, amortization or any fees or other amounts payable tomaturity), such Administrative Agent); provided it being understood that to the extent any more restrictive financial maintenance covenant Previously Absent Financial Maintenance Covenant is added for the benefit of such any Incremental LoansTerm Loan or Incremental Term Commitment, such financial maintenance covenant 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 Revolving Credit Facility Term Loans existing on the Incremental Tranche Closing Date (it being understood that then benefits from a financial maintenance covenant and is remaining outstanding (except the terms of any Incremental Term Loans shall not be more favorable to the extent Lenders in respect of such financial maintenance covenant is applicable Incremental Term Loans (including through the addition of a Previously Absent Financial Maintenance Covenant) unless such terms only to periods apply after the Latest termination of the Initial Term Facility or this Agreement is amended such that the Initial Term Lenders receive the benefit of more favorable terms) or (B) only applicable after the Maturity Date of any Term Loan existing on the Incremental Tranche Closing Date. Notwithstanding the foregoing, in the case of a Term Loan Increase, the terms, provisions and documentation of such Revolving Credit Facility)Term Loan Increase shall be identical (other than with respect to underwriting, commitment or upfront fees, original issue discount or similar fees) to the applicable Term Loans being increased. In any event:,
(i) the each Incremental Term LoansLoan or Incremental Term Commitment:
(A) may (i) rank pari passu or junior in right of payment and in right of security with the other Loans or Commitments, as applicable, of such Class (subject to an Intercreditor Agreement or the Permitted Earlier Maturity Indebtedness ExceptionCollateral Trust Agreement, as applicable) or (ii) be unsecured;
(B) shall not mature earlier than the Maturity Date of with respect to 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,;
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or on the Dollar Incremental Term Loans; provided that date of incurrence of such Incremental Term Loans (x) incurred for purposes except by virtue of consummating a Permitted Acquisition amortization 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity prepayment of the Revolving Credit Commitments,Initial Term Loans prior to the time of such incurrence);
(CD) shall have an Applicable Ratefees and, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,
(D) may participate 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 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 to the extent pari passu in any Approved Currency,
(ii) right of payment and in right of security with the Term Loans existing on the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans Tranche Closing Date, shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise:
(A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made participation on a pro rata basis (orbasis, in the case of repayment, or on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on ), in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,Amendment.
(Eii) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In In-Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if that the All-In In-Yield applicable to any Incremental Term Loans (other than Incremental that are pari passu with the Initial Term Loans in right of payment and with respect to security and which constitute MFN Excluded Loans) are incurred prior to the 48 month anniversary of the Closing Date 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 such applicable the Initial Term Loans by more than 100 basis points per annum (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 50 basis points per annum, the “Yield Differential”) then unless the interest rate (together with, as provided in the proviso below, Adjusted LIBOR or Base Rate floor) with respect to such Initial Term Loans is increased so as to cause the then applicable All-In-Yield under this Agreement on such Initial Term SOFR floorLoans to equal the All-In-Yield then applicable to the Incremental Term Loans minus 50 basis points (such increase, RFR the “MFN Adjustment”); provided that (i) any increase in All-In-Yield to the Initial Term Loans due to the application of an Adjusted LIBOR floor or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any Adjusted LIBOR floor or Base Rate floor applicable to the Initial Term Loans, (ii) any amendment to the Applicable Margin on the Initial Term Loans that became effective after the Closing Date but prior to the incurrence of the Incremental Term Loans shall be included and (iii) if the Initial Term Loans or the Incremental Term Loans includes any LIBOR, EURIBOR or Base Rate floor, as applicable) with respect to and the published LIBOR, EURIBOR or Base Rate on the applicable Initial date of determination is less than such LIBOR, EURIBOR or Base Rate floor, the resulting difference will be equated to interest rate margin for purposes of this paragraph (ii);
(iii) there shall be no borrowers or guarantors in respect of such Incremental Term Loan that are not the Borrower or a Guarantor, and Incremental Term Loans shall not be increased secured by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency assets other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).Collateral; and
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 Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date (i) have covenants and for events of default that in the avoidance good faith determination of doubtthe Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, no consent together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be required except reasonably satisfactory to the extent affecting the rights and duties of, or any fees or other amounts payable to, such Administrative Agent); provided Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of any such Incremental LoansCommitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant shall be (together with any related “equity cure” provisions) is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant any corresponding existing Facility, and is remaining outstanding (except ii) shall otherwise be reasonably satisfactory to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit Facility)Administrative Agent. In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment or of security with the initial Revolving Credit Loans (and related Commitments) and the initial Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Permitted Earlier Maturity Indebtedness ExceptionAdministrative Agent), or shall be unsecured
(B) shall not mature earlier than the Latest Maturity Date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or (without giving effect to prior prepayments that would otherwise modify the 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsInitial Term Loans),
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,, and
(DE) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; and
(E) shall be available in any Approved Currency,.
(ii) any Revolving Commitment Increase shall be on the same terms (including maturity date and interest rates) and pursuant to the same documentation (other than the Incremental Amendment evidencing any such Revolving Commitment Increase) applicable to the existing Revolving Credit Facility, 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 Date, the All-In Yield 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 (i) mature or provide for scheduled amortization or mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationCommitments,
(BC) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments repayment made in connection with a permanent repayment and termination of commitments (subject to clause (DE) 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,
(CD) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(DE) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(EF) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(FG) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and.
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments (other than with respect Incremental Loans up to an amount not to exceed $150,000,000 to the extent incurred to finance a Permitted Acquisition or other acquisition not prohibited by this Agreement), in each case) that are secured on a pari passu basis, if the All-In Yield applicable to any such Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans or Revolving Credit Loans, as applicable, by more than 100 50 basis points per annum (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 annumexcess, the “Yield Differential”) then the interest rate (together with with, as provided in the applicable Term SOFR floorproviso below, RFR the Eurocurrency or Base Rate floor, as applicable) with respect to the applicable Initial each Class of Term Loans Loans, as applicable, shall be increased by the applicable Yield Differential Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is greater than the Eurocurrency or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (this provisoiii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the “MFN Protection”); provided further that notwithstanding Eurocurrency and Base Rate floors (but not the foregoing, Applicable Rate) applicable to the MFN Protection existing Term Loans shall not apply be increased to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting the extent of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith)such differential between interest rate floors.
Appears in 1 contract
Sources: Credit Agreement (Travelport 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 as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for the avoidance of doubtexcept as otherwise set forth herein, no consent of the Administrative Agent shall be required except to the extent affecting not identical to the rights and duties ofTerm Loans or Revolving Credit Commitments, or any fees or other amounts payable toas applicable, such each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent); provided Agent (it being understood that to the extent any more restrictive financial maintenance covenant is added for the benefit of such any Incremental LoansTerm Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant shall be is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding (except to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit any corresponding existing Facility). In any event:
(i) the Incremental Term Loans:
(A) subject to shall rank pari passu in right of payment and of security with the Permitted Earlier Maturity Indebtedness Exception, Revolving Credit Loans and the Term Loans,
(B) shall not mature earlier than the Latest Maturity Date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the 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 requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit Commitments,
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,, and
(DE) the Incremental Term Loans may participate on a pro rata basis or non-pro rata basis in any voluntary or less than pro rata basis (but not on a greater than pro rata basis (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) 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) 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 (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortizationCommitments,
(BC) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments repayment made in connection with a permanent repayment and termination of commitments (subject to clause (DE) 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,
(CD) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(DE) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class,
(EF) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(FG) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and.
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, if the All-In Yield applicable to any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (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 the applicable Term SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).
Appears in 1 contract
Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments (Commitments, and for except as otherwise set forth herein, in the avoidance case of doubtIncremental Term Loans and Incremental Term Commitments, no consent of the Administrative Agent shall be required except to the extent affecting not consistent with the rights Initial Term Loans, each existing on the Incremental Facility Closing Date have covenants and duties of, events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any fees such provisions apply after the Latest Maturity Date at the time of incurrence of such Incremental Term Commitment or other amounts payable to, such shall otherwise be reasonably satisfactory to Administrative Agent); provided Agent (it being understood that to the extent any more restrictive financial maintenance covenant is terms are added for the benefit of any such Incremental LoansTerm Commitment, such financial maintenance covenant no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such more restrictive terms are also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant any corresponding existing Facility, and is remaining outstanding (except otherwise be reasonably satisfactory to the extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date of such Revolving Credit FacilityAdministrative Agent). In any event:
(i) the Incremental Term Loans:
(A) shall rank pari passu or junior in right of payment or of security with the Initial Term Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Permitted Earlier Maturity Indebtedness ExceptionAdministrative Agent), or shall be unsecured,
(B) other than (i) Customary Term A Loans, or (ii) as provided for in clause (e)(iii) below, shall not mature earlier than the Latest Maturity Date of the Initial any Term Loans or Dollar outstanding at the time of incurrence of such 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 requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date of the Revolving Credit Commitments,
(BC) subject to the Permitted Earlier Maturity Indebtedness Exceptionother than Customary Term A Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial any Term Loans or outstanding at the Dollar Incremental Term Loans; provided that time of incurrence of such 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 without giving effect to prior prepayments that would otherwise modify the long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Revolving Credit CommitmentsTerm Loans),
(CD) shall have an Applicable Rate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders,, and
(DE) 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 (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization,
(B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection substantially consistent with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date,
(C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued),
(D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared those applicable to any other Class with a later maturity date than such Class,
(E) assignments and participations of existing Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by or, including with respect to the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and
(F) any initial Incremental Revolving Credit Commitments may constitute a separate Class or ClassesCommitments, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior otherwise reasonably acceptable to the Incremental Facility Closing Date; andAdministrative Agent (it being understood and agreed that any terms that are consistent with any existing Term Loans shall be deemed reasonably acceptable).
(iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Loan Commitments (other than with respect to any Incremental Term Facility up to an amount not to exceed $200,000,000 (the “MFN Trigger Amount”), in each case, that are secured by the Collateral on a pari passu basis with the Initial Term Loans, established on or prior to the date that is 12 months after the Closing Date and with a maturity date that is less than 12 months after the then Latest Maturity Date of the Initial Term Loans, if the All-In Yield applicable to any such Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 50 basis points per annum (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 annumexcess, the “Yield Differential”) then the interest rate (together with with, as provided in the applicable Term proviso below, the EurocurrencyTerm SOFR floor, RFR or Base Rate floor, as applicable) with respect to the applicable Initial Term Loans shall be increased by the applicable Yield Differential Differential; provided, further that, if any Incremental Term Loans include a EurocurrencyTerm SOFR or Base Rate floor that is greater than the EurocurrencyTerm 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 EurocurrencyTerm SOFR 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 EurocurrencyTerm 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 (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in a currency other than Dollars or Euros, as applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith).
Appears in 1 contract
Sources: Credit Agreement (iHeartMedia, Inc.)