Term Loan Commitments. (a) Borrower acknowledges and confirms that on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents. (b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents. (c) Subject to the terms and conditions of this Agreement, each Lender severally and not jointly agrees to make one or more term loans (the “Equipment Term Loan”) to Borrower during the Equipment Term Loan Advance Period in an aggregate amount equal to such Lender’s portion of the Equipment Term Loan Commitment as listed on Schedule 2.01 (each such loan, together with the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance Date (i) the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations: (i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period; (ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent; (iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and (iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000.”
Appears in 1 contract
Sources: Credit Agreement (RigNet, Inc.)
Term Loan Commitments. (a) Borrower acknowledges and confirms that on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreementset forth herein and in the Orders, each Term Lender agrees, severally and not jointly agrees jointly, to make one or more term loans Term Loans in dollars to the Borrower in up to three (3) draws on (a) the Closing Date (the “Equipment Interim Term Loan”), (b) the Final Order Availability Date (the “Final Order Term Loan”) to Borrower during and (c) the Equipment Full Availability Date (the “Full Availability Term Loan Advance Period Loan”), in each case, in an aggregate principal amount not to exceed its Term Loan Commitment. For the avoidance of doubt, any Term Loan Commitments shall be reduced dollar for dollar immediately after the funding of any Term Loans thereunder. Each Term Loan Borrowing shall consist of Term Loans of the same Type made on the same day by the Term Lenders ratably according to their respective Term Loan Commitments; provided, that (x) the first Borrowing of Term Loans shall be in an amount up to the full amount authorized by the Bankruptcy Court in the Interim Order (but which shall not be more than the Interim Availability Amount), (y) the second Borrowing of Term Loans shall be in an amount up to the lesser of (A) the full amount authorized by the Bankruptcy Court in the Final Order and (B)(I) the Final Order Availability Amount minus (II) the aggregate principal amount of Term Loans funded on Closing Date and (z) the third Borrowing of Term Loans shall be in an amount equal to such Lender’s portion the lesser of the Equipment Term Loan Commitment as listed on Schedule 2.01 (each such loan, together with the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance Date (iA) the Outstanding Amount under full amount authorized by the Equipment Bankruptcy Court in the Final Order, less the principal amount of Term Loan shall not exceed $5,500,000, Loans funded prior to such Borrowing and (iiB) the aggregate Outstanding Amount amount of Term Loan Commitments then outstanding; provided that, any unused Term Loan Commitments shall terminate immediately after the third Borrowing of Term Loans. Amounts paid or prepaid in respect of the Term Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under Notwithstanding anything to the Equipment contrary, unless the Administrative Agent and the Borrower shall otherwise agree, the initial Interest Period of any Full Availability Term Loan Loans that are Eurodollar Rate Loans shall bear interest at Borrower’s option based commence on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires date of funding and shall end on the last day of the Equipment then-current Interest Period for all Eurodollar Rate Loans that are Interim Term Loan Advance PeriodLoans then outstanding. In addition to For the foregoing and in addition to avoidance of doubt, the conditions precedent set out in Article IV belowTerm Loans funded on the Closing Date and, Loans under once funded, the Equipment Full Availability Date shall constitute a single class of Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000Loans.”
Appears in 1 contract
Term Loan Commitments. (a) Borrower acknowledges and confirms Each Lender with a Term A Loan Commitment agrees to make a loan to Borrowers (each such loan, a “Term A Loan”) on the Closing Date in that Lender’s Pro Rata Share of the aggregate Term A Loan Commitments of all Lenders. The Commitments of the Lenders to make Term A Loans will expire concurrently with the making of Term A Loans on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Each Lender with a Delayed Draw Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreement, each Lender severally and not jointly Commitment agrees to make one or more term loans (the “Equipment Term Loan”) to Borrower during the Equipment Term Loan Advance Period in an aggregate amount equal to such Lender’s portion of the Equipment Term Loan Commitment as listed on Schedule 2.01 (each such loan, together a “Delayed Draw Term Loan”) during the Delayed Draw Term Loan Availability Period in that Lender’s Pro Rata Share of the aggregate amounts that Borrower Representative requests from all Lenders. The aggregate amount of all Delayed Draw Term Loans made will not exceed the aggregate Delayed Draw Term Loan Commitments of all Lenders. The Commitments of the Lenders to make Delayed Draw Term Loans will decrease concurrently with the Existing making of Delayed Draw Term LoanLoans on each applicable borrowing date by an amount equal to the aggregate amount of the Delayed Draw Term Loans made on that borrowing date. The Commitments of the Lenders to make Delayed Draw Term Loans will expire at the end of the Delayed Draw Term Loan Availability Period.
(c) Provided there exists no Default or Event of Default, upon notice to Administrative Agent (which shall promptly notify the Lenders), Borrower Representative may on a one-time basis request the making of additional Term A Loans (the “Additional Term A Loans”) on or prior to June 30, 2019 in an aggregate amount not exceeding $5,000,000, which Additional Term A Loans shall be made by the Lenders in accordance with their respective Pro Rata Shares; provided that (i) such Additional Term A Loans may be made by Lenders not in accordance with their Pro Rata Shares, and the additional Persons who are Affiliates or Approved Funds of Lenders may make all or a portion of such Additional Term LoanA Loans (so long as such Persons execute joinder documentation reasonably acceptable to the Administrative Agent), a “Loan”). After as determined by Administrative Agent, (ii) no such request for Additional Term A Loans shall be made prior to the delivery of the audited financial statements of Holdings and related documentation for the Fiscal Year ending December 31, 2018 in accordance with Section 10.1.1 and the related compliance certificate pursuant to Section 10.1.3, (iii) after giving effect to the Borrowings making of such Additional Term A Loan and any related Additional Term A Loan Distribution on each Equipment Term Loan Advance Date a pro forma basis, (iA) the Outstanding Amount under Total Debt to EBITDA Ratio (recomputed for the Equipment Term Loan most recent Fiscal Quarter for which financial statements have been delivered) shall not exceed $5,500,0004.00 to 1.00 and (B) the Loan Parties shall be in compliance with the financial covenants set forth in Section 11.12 (recomputed for the most recent Fiscal Quarter for which financial statements have been delivered), and the Administrative Agent shall have calculations compliance with the foregoing clauses (A) and (B) (including the calculation of EBITDA) in form and substance reasonably satisfactory to Administrative Agent, and (iiiv) both before and after giving effect to such Additional Term A Loan and any related Additional Term A Loan Distribution, no Default or Event of Default shall exist or would result.
(d) It is agreed by the aggregate Outstanding Amount of parties hereto that, once made, the Delayed Draw Term Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment and Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such A Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased fungible with the proceeds Term A Loans as part of such Loan as evidenced and supported by the invoice or purchase order in respect a single facility of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000Loans.”
Appears in 1 contract
Term Loan Commitments. (ai) Borrower acknowledges and confirms that on On the Closing Second Amendment Effective Date, Lenders made a single advance term loan (each 2025 Replacement Term Lender agrees to make to the “Existing Borrowers the 2025 Replacement Term Loan”) to Borrower Loans denominated in the original Dollars in an aggregate principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 such 2025 Replacement Term Lender’s 2025 Replacement Term Loan Commitment as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Second Amendment Effective Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of the Second Amendment. The 2025 Replacement Term Loans shall constitute Term Loans for all purposes of this Agreement and shall be repaid in accordance with the other Loan Documents.
(bprovisions of this Agreement. Any amount borrowed under this Section 2.01(a)(i) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower subsequently repaid or prepaid may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Each 2025 Replacement Term Lender’s Term Loan Commitment for 2025 Replacement Term Loans shall terminate immediately and without further action on the Additional Second Amendment Effective Date after giving effect to the funding by such 2025 Replacement Term Lender of each 2025 Replacement Term Loan Closing Date shall bear interest based to be made by it on such date.
(ii) On the Eurodollar Daily Floating RateThird Amendment Effective Date, subject each 2025 Incremental Term Lender agrees to subsequent conversion at Borrowermake to the Borrowers the 2025 Incremental Term Loans denominated in Dollars in an aggregate principal amount equal to such 2025 Incremental Term Lender’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional 2025 Incremental Term Loan Commitment as of the Third Amendment Effective Date in accordance with the terms and conditions of the Third Amendment. The 2025 Incremental Term Loans shall constitute Term Loans for all purposes of this Agreement and shall be repaid in accordance with the other Loan Documents.
(c) Subject to the terms and conditions provisions of this Agreement, each Lender severally . Any amount borrowed under this Section 2.01(a)(ii) and not jointly agrees to make one subsequently repaid or more term loans (the “Equipment Term Loan”) to Borrower during the Equipment Term Loan Advance Period in an aggregate amount equal to such Lender’s portion of the Equipment Term Loan Commitment as listed on Schedule 2.01 (each such loan, together with the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance Date (i) the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower prepaid may prepay the Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment 2025 Incremental Term Lender’s Term Loan Commitment for 2025 Incremental Term Loans shall bear interest at Borrower’s option based terminate immediately and without further action on the Eurodollar Daily Floating Rate plus Third Amendment Effective Date after giving effect to the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment funding by such 2025 Incremental Term Lender of each 2025 Incremental Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased by it on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000date.”
Appears in 1 contract
Sources: Term Loan Credit and Guaranty Agreement (American Airlines, Inc.)
Term Loan Commitments. (a) Borrower acknowledges and confirms that on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreementhereof, each Lender Lender, by its acceptance hereof, severally and not jointly agrees to make one or more term loans a loan (individually a “U.S. Dollar Term Loan” and collectively for all the Lenders the “Equipment U.S. Dollar Term LoanLoans”) in U.S. Dollars to the Borrower during in the Equipment Term Loan Advance Period in an aggregate amount equal to of such Lender’s portion of the Equipment U.S. Dollar Term Loan Commitment as listed Commitment. The U.S. Dollar Term Loans shall be advanced in a single Borrowing on Schedule 2.01 (each such loan, together with the Existing Term Loan, Closing Date and shall be made ratably by the Additional Term Loan, a “Loan”). After giving effect Lenders in proportion to the Borrowings on each Equipment their respective U.S. Dollar Term Loan Advance Date (i) Percentages, at which time the Outstanding Amount under the Equipment U.S. Dollar Term Loan Commitments shall not exceed $5,500,000expire. As provided in Section 1.6(a) hereof, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay elect that the U.S. Dollar Term Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar outstanding as Base Rate plus the Applicable Rate, as further provided hereinLoans or Eurocurrency Loans. Lenders’ Commitment to make Loans under the Equipment Term Loan expires No amount repaid or prepaid on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment any U.S. Dollar Term Loan may be made after expiration borrowed again.
(b) Subject to the terms and conditions hereof, each Lender, by its acceptance hereof, severally agrees to make a loan (individually a “Australian Dollar Term Loan” and collectively for all the Lenders the “Australian Dollar Term Loans”) in Australian Dollars to the Borrower in the amount of the Equipment such Lender’s Australian Dollar Term Loan Advance Period;
(ii) no Loan under Commitment. The Australian Dollar Term Loans shall be advanced in a single Borrowing on the Equipment Closing Date and shall be made ratably by the Lenders in proportion to their respective Australian Dollar Term Loan may exceed 75% of Percentages, at which time the cost of the equipment purchased Australian Dollar Term Loan Commitments shall expire. All Australian Dollar Term Loans shall be outstanding as Eurocurrency Loans. No amount repaid or prepaid on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment any Australian Dollar Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000borrowed again.”
Appears in 1 contract
Sources: Credit Agreement (Penford Corp)
Term Loan Commitments. (ai) Borrower acknowledges On the terms and confirms that on subject to the Closing Dateconditions contained in this Agreement, Lenders made each Term Loan Lender severally, but not jointly, agrees to make a single advance term loan (the each an “Existing A Term Loan”) in Dollars to the Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject in an amount not to subsequent conversion at Borrowerexceed such Lender’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing A Term Loan in accordance with Commitment. Amounts of A Term Loans repaid may not be reborrowed.
(ii) On the terms and subject to the conditions of contained in this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Agreement, each Term Loan Closing Date Lenders made Lender severally, but not jointly, agrees to make a single advance term loan (the each a “Additional B Term Loan”) in Dollars to the Borrower on the Closing Date in the original principal an amount of $10,000,000, and that the Outstanding Amount is equal not to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional exceed such Lender’s B Term Loan under Section 2.03, and shall repay such Commitment. Amounts of B Term Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall repaid may not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with .
(iii) On the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject subject to the terms and conditions of contained in this Agreement, each Delayed-Draw Term Loan Lender severally and severally, but not jointly jointly, agrees to make one a loan or more term loans (the each a “Equipment Delayed-Draw Term Loan”) in Dollars to Borrower during the Equipment Borrower, which Delayed-Draw Term Loan Advance Period in an aggregate amount equal Loans (A) may be incurred pursuant to such Lender’s portion of up to four separate Borrowings occurring after the Equipment Closing Date and prior to the Delayed-Draw Term Loan Commitment as listed on Schedule 2.01 Termination Date and (B) shall be made by each such loan, together with the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Delayed-Draw Term Loan Advance Date (i) Lender in an amount not to exceed the Outstanding Amount under the Equipment Delayed-Draw Term Loan shall not exceed $5,500,000Commitment, and (ii) the aggregate Outstanding Amount if any, of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Delayed-Draw Term Loan under Section 2.03, and shall repay Lender as in effect immediately prior to making any such Delayed-Draw Term Loans. Amounts of Delayed-Draw Term Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall repaid may not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000.”
Appears in 1 contract
Sources: Credit Agreement (Alere Inc.)
Term Loan Commitments. (a) Borrower acknowledges and confirms that on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(ci) Subject to the terms and conditions of this AgreementAgreement and in reliance upon the representations and warranties of the Loan Parties contained herein, each Lender with a Term Loan A Commitment severally and not jointly agrees to make one or more term loans a loan (the “Equipment Term LoanLoan A”) in Dollars to Borrower on any Business Day during the Equipment period from the Closing Date to and including the Term Loan Advance Period A Commitment Termination Date, in an aggregate amount equal to such Lender’s portion of the Equipment Term Loan Commitment as listed on Schedule 2.01 (each A Commitment. Upon the funding of such loan, together with the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance Date (i) A, the Outstanding Amount under the Equipment Term Loan A Commitment shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;terminate.
(ii) no Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Loan under the Equipment Parties contained herein, each Lender with a Term Loan may exceed 75% of B Commitment severally and not jointly agrees to make a loan (the cost of “Term Loan B”) in Dollars to Borrower on any Business Day during the equipment purchased on or after October 1period from the Closing Date to and including the Term Loan B Commitment Termination Date, 2010 or in an amount equal to be purchased with such Lender’s Term Loan B Commitment. Upon the proceeds funding of such Term Loan as evidenced and supported by B, the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;Term Loan B Commitment shall terminate.
(iii) no more than three (3) Loans under Subject to the Equipment terms and conditions of this Agreement and in reliance upon the representations and warranties of the Loan Parties contained herein, each Lender with a Term Loan may be made C Commitment severally and not jointly agrees to make a loan (the “Term Loan C”, and together with the Term Loan A and Term Loan B, each a “Term Loan” and collectively, the “Term Loans”) in Dollars to Borrower on any calendar month; andBusiness Day during the period from the Closing Date to and including the Term Loan C Commitment Termination Date, in an amount equal to such Lender’s Term Loan C Commitment. Upon the funding of such Term Loan C, the Term Loan C Commitment shall terminate.
(iv) each Loan under the Equipment Once a Term Loan shall is repaid or prepaid, it cannot be in reborrowed.
(v) Each Term Loan made by each Lender is evidenced by this Agreement, and if requested by such Lender, a minimum amount of $100,000Note payable to such Lender.”
Appears in 1 contract
Sources: Loan and Security Agreement (GenMark Diagnostics, Inc.)
Term Loan Commitments. On (but solely on) the Closing Date (which shall be a Business Day), each Lender that has a Percentage in excess of zero of the Term A Loan Commitment, the Term B Loan Commitment or the Term C Loan Commitment, as applicable,
(a) Borrower acknowledges and confirms that on the Closing Datewill make Loans (relative to such Lender, Lenders made a single advance term loan (the “Existing its "Term Loan”A Loans") to Borrower in each applicable Borrower, on a joint and several basis for all the original principal Borrowers, equal to such Lender's Percentage of the aggregate amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal Borrowing or Borrowings of Term A Loans requested by such Borrower to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan made on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance (with the terms and conditions commitment of each such Lender described in this Agreement and the other clause (a) herein referred to as its "Term A Loan Documents.Commitment");
(b) will make Loans (relative to such Lender, its "Term B Loans") to each applicable Borrower, on a joint and several basis for all the Borrowers, equal to such Lender's Percentage of the aggregate amount of the Borrowing or Borrowings of Term B Loans requested by such Borrower acknowledges and confirms that to be made on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions commitment of each such Lender described in this Agreement and the other clause (b) herein referred to as its "Term B Loan Documents.Commitment"); and
(c) Subject will make Loans (relative to the terms and conditions of this Agreementsuch Lender, each Lender severally and not jointly agrees to make one or more term loans (the “Equipment its "Term Loan”C Loans") to Borrower during each applicable Borrower, on a joint and several basis for all the Equipment Term Loan Advance Period in an aggregate amount Borrowers, equal to such Lender’s portion 's Percentage of the Equipment aggregate amount of the Borrowing or Borrowings of Term Loan Commitment as listed C Loans requested by such Borrower to be made on Schedule 2.01 the Closing Date (with the commitment of each such loanLender described in this clause (c) herein referred to as its "Term C Loan Commitment"); provided, together with the Existing that (x) Mistic shall borrow $25,000,000 in aggregate principal amount of Term LoanA Loans, $25,000,000 in aggregate principal amount of Term B Loans, and the Additional $25,000,000 in aggregate principal amount of Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance Date (i) the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000C Loans, and (iiy) the Snapple shall borrow $75,000,000 in aggregate Outstanding Amount principal amount of the Loans Term A Loans, $75,000,000 in aggregate principal amount of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03B Loans, and shall repay such $75,000,000 in aggregate principal amount of Term C Loans. No amounts paid or prepaid with respect to Term A Loans, Term B Loans pursuant to Section 2.04, but once prepaid or repaid, such Term C Loans shall not may be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000.”
Appears in 1 contract
Term Loan Commitments. (a) Borrower acknowledges The Loan Parties, Administrative Agent and confirms Lenders hereby acknowledge and agree that on the Lenders with “Term Loan Commitments” under the Prior Credit Agreement severally and not jointly advanced a loan (the “Term A Loan”) under the Prior Credit Agreement in the amount of $50,000,000 and, in connection therewith, the “Term Loan Commitments” under the Prior Credit Agreement simultaneously terminated and no Lender under this Agreement has any obligation to advance a Term A Loan to the Borrower. As of the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original aggregate outstanding principal amount of Term A Loans is $35,000,000 50,000,000, which Term A Loans continue as outstanding obligations under this Agreement ratably held by each Lender in proportion to their respective Term A Loan Commitments. As provided in Section 1.6(a) hereof, the aggregate, and Borrower may elect that the Outstanding Amount is equal to $23,333,333.33 Term A Loan be outstanding as of November 9, 2010a Base Rate Loan or Eurodollar Loan. Borrower No amount repaid or prepaid on any Term A Loan may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documentsborrowed again.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreementhereof, each Lender Lender, by its acceptance hereof, severally and not jointly agrees to make one or more term loans a loan (individually a “Term B Loan” and collectively for all the Lenders the “Equipment Term LoanB Loans”) in U.S. Dollars to the Borrower during in the Equipment Term Loan Advance Period in an aggregate amount equal to of such Lender’s portion of Term B Loan Commitment. The Term B Loans shall be advanced in a single Borrowing on the Equipment Closing Date and shall be made ratably by the Lenders in proportion to their respective Term B Loan Commitment as listed on Schedule 2.01 (each such loanPercentages, together with at which time the Existing Term LoanB Loan Commitments shall expire. As provided in Section 1.6(a) hereof, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance Date (i) the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay elect that the Term B Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar outstanding as Base Rate plus the Applicable Rate, as further provided hereinLoans or Eurodollar Loans. Lenders’ Commitment to make Loans under the Equipment No amount repaid or prepaid on any Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term B Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000borrowed again.”
Appears in 1 contract
Sources: Credit Agreement (Whitestone REIT)
Term Loan Commitments. (a) Borrower acknowledges Subject to the terms and confirms that conditions in the Existing Credit Agreementand relying upon the representations and warranties therein set forth, each Tranche A Term Loan Lender made a tranche A term loan (each, a “Tranche A Term Loan”) on the Closing Date to the Borrower;
(b) Subject to the terms and conditions hereinand relying upon the representations and warranties herein set forth, each Tranche B Term Loan Lender, severally and not jointly, hereby agrees to make, on the Restatement Date, Lenders made a single advance tranche B term loan (the each, a “Existing Tranche B Term Loan”) to the Borrower in the original principal an amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing such Lender’s Tranche B Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.Commitment; and
(c) Subject to the terms and conditions of this and relying upon the representations and warranties set forth in the applicable Incremental Term Loan Assumption Agreement, each Lender having an Incremental Term Loan Commitment, severally and not jointly jointly, hereby agrees to make one or more term loans (Incremental Term Loans to the “Equipment Term Loan”) to Borrower during the Equipment Term Loan Advance Period Borrower, in an aggregate principal amount equal not to such Lender’s portion of exceed its Incremental Term Loan Commitment. The Borrower may make only one borrowing under the Equipment Tranche A Term Loan Commitment as listed which shall be on Schedule 2.01 (each such loanthe Closing Date. The Borrower may make only one borrowing under the Tranche B Term Loan Commitment which shall be on the Restatement Date. Any amount borrowed under this Section 2.1 and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.9 and 2.10, together all amounts owed hereunder with respect to the Existing Tranche A Term LoanLoans, the Tranche B Term Loans and the Additional Incremental Term LoanLoans shall be paid in full no later than the Tranche A Term Loan Maturity Date, a “Loan”)the Tranche B Term Loan Maturity Date or the applicable Incremental Term Loan Maturity Date, respectively. After Each Lender’s Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the Borrowings on each Equipment Term Loan Advance Date (i) the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount funding of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Tranche A Term Loan under Section 2.03, and shall repay Commitment on such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. date.Each Borrowing under the Equipment Lender’s Tranche B Term Loan Commitment shall bear interest at Borrower’s option based terminate immediately and without further action on the Restatement Date after giving effect to the funding of such Lender’s Tranche B Term Loan Commitment on such date. The Incremental Term Loan Commitmentsshall terminate as provided in the related Incremental Term Loan Assumption Agreement. The Term Loans may from time to time be Eurodollar Daily Floating Rate plus the Applicable Rate Loans or the Eurodollar Base Rate plus the Applicable RateLoans, as further provided herein. Lenders’ Commitment to make Loans under determined by the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition Borrower and notified to the foregoing Administrative Agent in accordance with Sections 2.2 and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,0002.11.”
Appears in 1 contract
Sources: Credit Agreement (B&G Foods, Inc.)
Term Loan Commitments. (a) Borrower acknowledges Each Lender severally and confirms that on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Ratejointly agrees, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions hereof, to make a loan on the Closing Date (each individually a “Term Loan” and, collectively, the “Term Loans”) in Dollars to the Borrower, as specified in a Notice of this AgreementBorrowing delivered pursuant to Section 2.3, up to an amount equal to the lesser of (a) such Lender’s Percentage of the Borrowing Base as of the Closing Date and (b) such Lender’s Term Loan Commitment. The aggregate amount of such Borrowing on the Closing Date is referred to herein as the “Closing Date Borrowing Amount”. To the extent that the Closing Date Borrowing Amount is less than the Aggregate Term Loan Commitment, each Lender severally and not jointly agrees agrees, subject to the terms and conditions hereof, to make one or more term loans (the “Equipment Term Loan”) to Borrower during the Equipment an additional Term Loan Advance Period in Dollars to the Borrower, on any one Business Day (unless otherwise agreed to in writing by all Lenders party hereto) on or prior to the First Delayed Draw Cut-Off Date, in an aggregate amount equal not to exceed the positive difference (if any) of (a) the lesser of (i) such Lender’s portion Percentage of the Equipment Term Loan Commitment Borrowing Base as listed on Schedule 2.01 (each such loan, together with of the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance First Delayed Draw Borrowing Date (i) the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03Commitment and (b) such Lender’s Percentage of the Closing Date Borrowing Amount. The aggregate amount of such Borrowing on the First Delayed Draw Borrowing Date is referred to herein as the “First Delayed Draw Borrowing Amount” and together with the Closing Date Borrowing Amount, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowedthe “Aggregate Interim Draw Borrowing Amount”. Each To the extent that the Aggregate Interim Draw Borrowing under Amount is less than the Equipment Aggregate Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable RateCommitment, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing each Lender severally and in addition to the conditions precedent set out in Article IV belownot jointly agrees, Loans under the Equipment Term Loan are subject to the following limitations:
terms and conditions hereof, to make an additional Term Loan in Dollars to the Borrower, on any Payment Date on or prior to the Second Delayed Draw Cut-Off Date, in an amount not to exceed the positive difference (if any) of (a) the lesser of (i) no such Lender’s Percentage of the Borrowing Base as of the Second Delayed Draw Borrowing Date and (ii) such Lender’s Term Loan Commitment and (b) such Lender’s Percentage of the Aggregate Interim Draw Borrowing Amount. The aggregate amount of such Borrowing on the Second Delayed Draw Borrowing Date is referred to herein as the “Second Delayed Draw Borrowing Amount” and together with the Aggregate Interim Draw Borrowing Amount, the “Aggregate Borrowing Amount”. As provided in Section 2.3(a), and subject to the terms hereof, all Term Loans under shall initially be Eurodollar Loans with an Interest Period (other than the Equipment initial Interest Period) of one (1) month. No amount of any Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000reborrowed once it is repaid.”
Appears in 1 contract
Sources: Credit Agreement (American Railcar Industries, Inc.)
Term Loan Commitments. (a) Borrower acknowledges and confirms that on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreement, each hereof:
(a) Each Tranche A Term Loan Lender severally and not jointly agrees to make one or (i) a term loan (an "Initial Tranche A Term Loan") to the Borrower on the Closing Date in a principal amount not to exceed the amount of the Initial Tranche A Term Loan Commitment of such Lender and (ii) no more than five additional term loans (the “Equipment "Additional Tranche A Term Loan”Loans") to the Borrower during the Equipment Additional Tranche A Term Loan Advance Commitment Period in an aggregate principal amount equal to such Lender’s portion of for all Tranche A Term Loan Lenders that, taken together with the Equipment aggregate principal amount all other Additional Tranche A Term Loans made by the Lenders during the Additional Tranche A Term Loan Commitment as listed on Schedule 2.01 (each such loanPeriod, together with the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance Date (i) the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount Additional Tranche A Term Loan Commitments of the Loans Lenders; provided that, at the end of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Additional Tranche A Term Loan Advance Commitment Period. In addition to , the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment 33 28 Available Additional Tranche A Term Loan are subject Commitment of each Lender, if any, automatically shall be reduced to the following limitations:
(i) no Loans under the Equipment zero. Each Tranche A Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(iipursuant to this subsection 2.1(a) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may shall be made in any calendar month; andthe manner set forth in subsection 10.18, to the extent subsection 10.18 is applicable to such Tranche A Term Loan.
(ivb) each Loan under the Equipment Each Tranche B Term Loan Lender severally agrees to make a term loan (a "Tranche B Term Loan") to the Borrower on the Closing Date in an amount not to exceed the amount of the Tranche B Term Loan Commitment of such Lender. Each Tranche B Term Loan made pursuant to this subsection 2.1(b) shall be made in a minimum amount of $100,000the manner set forth in subsection 10.18, to the extent subsection 10.18 is applicable to such Tranche B Term Loan. The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the General Administrative Agent in accordance with subsections 2.2 and 2.13.”
Appears in 1 contract
Term Loan Commitments. (a) Borrower acknowledges and confirms that on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreementhereof, each Lender severally and not jointly agrees to make one or more term loans (the “Equipment Term Loan”) to Borrower during the Equipment Term Loan Advance Period in an aggregate amount equal to such Lender’s portion of the Equipment Term Loan Commitment as listed on Schedule 2.01 (each such loan, together with the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance Date (i) the Outstanding Amount under CMBS Bridge Loan Lenders severally agree to make term loans (each, a "CMBS Bridge Loan") to the Equipment Term Borrowers on the Closing Date in an amount for each CMBS Bridge Loan shall Lender not to exceed $5,500,000the amount of the CMBS Bridge Loan Commitment of such Lender, and (ii) the aggregate Outstanding Amount Tranche A Term Loan Lenders severally agree to make term loans (each, a "Tranche A Term Loan") to the Borrowers on the Closing Date in an amount for each Tranche A Term Loan Lender not to exceed the amount of the Loans Tranche A Term Loan Commitment of any such Lender shall and (iii) the Tranche B Term Loan Lenders severally agree to make term loans (each, a "Tranche B Term Loan") to the Borrowers on the Closing Date in an amount for each Tranche B Term Loan Lender not to exceed the amount of the Tranche B Term Loan Commitment of such Lender’s Commitment . The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as listed on Schedule 2.01. determined by the relevant Borrower may prepay and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13.
(b) Each borrowing of Term Loans under shall be made by Holdings, the Equipment Term Loan under Section 2.03Company or the Partnership or simultaneously by any of Holdings, the Company and the Partnership and shall repay be the separate obligation of the Borrower making such Loans borrowing and not of the other Borrowers; provided, however, that pursuant to Section 2.04the Guarantee and Pledge Agreement, Holdings and the Partnership shall guaranty each other's Obligations and the Obligations of the Company (so that (1) Holdings and the Partnership shall, as Guarantors, be liable, subject to the limitations set forth in the Guarantee and Pledge Agreement, for each others' Obligations and (2) Holdings and the Partnership shall also, as Guarantors, be liable, subject to the limitations set forth in the Guarantee and Pledge Agreement, for the Obligations of the Company, but once prepaid or repaid, such Loans the Company shall not be reborrowedliable for the Obligations of Holdings or the Partnership). Each Borrowing under the Equipment The Term Loan Loans have been allocated to and shall bear interest at Borrower’s option based be borrowed by each Borrower set forth below on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and Closing Date in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitationsamounts:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000.”
Appears in 1 contract
Term Loan Commitments. (a) Borrower acknowledges and confirms that on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreementin the Existing Credit Agreement and relying upon the representations and warranties therein set forth, each Tranche A Term Loan Lender made a tranche A term loan (each, a “Tranche A Term Loan”) on the Closing Date to the Borrower;
(b) Subject to the terms and conditions herein and relying upon the representations and warranties herein set forth, each Tranche B Term Loan Lender, severally and not jointly agrees to make one or more jointly, made, on the Restatement Funding Date, a tranche B term loans loan (the each, a “Equipment Tranche B Term Loan”) to the Borrower during the Equipment Term Loan Advance Period in an aggregate amount equal to such Lender’s portion of the Equipment Tranche B Term Loan Commitment as listed on Schedule 2.01 (each such loan, together with the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance Date (i) the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance PeriodCommitment;
(iic) no Loan under Pursuant to the Equipment terms of the First Amendment, the Tranche B-2 Term Loan may exceed 75% of Lenders made Tranche B-2 Term Loans in Dollars (whether by agreeing to exchange existing Tranche B Term Loans or by committing to make new term loans) to the cost of Borrower on the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to AgentFirst Amendment Effective Date;
(iiid) no more than three (3) Loans under Pursuant to the Equipment terms of the Second Amendment, the Tranche B-3 Term Loan may be Lenders made Tranche B-3 Term Loans in any calendar monthDollars (whether by agreeing to exchange existing Tranche B-2 Term Loans or by committing to make new loans) to the Borrower on the Second Amendment Effective Date;
(e) Pursuant to the terms of the Third Amendment, the Tranche B-4 Term Loan Lenders, severally and not jointly, have agreed to make Tranche B-4 Term Loans in Dollars to the Borrower on the Third Amendment Effective Date;
(f) Pursuant to the terms of the Fourth Amendment, the Fourth Amendment Incremental Term Loan Lenders, severally and not jointly, have agreed to make Fourth Amendment Incremental Term Loans in Dollars to the Borrower on the Fourth Amendment Effective Date in a principal amount not to exceed its Fourth Amendment Incremental Term Loan Commitment;
(g) Pursuant to the terms of the Eighth Amendment, the Tranche B-5 Term Loan Lenders, severally and not jointly, have agreed to make Tranche B-5 Term Loans in Dollars to the Borrower on the Eighth Amendment Effective Date; and
(ivh) Subject to the terms and conditions and relying upon the representations and warranties set forth in the applicable Incremental Assumption Agreement, each Loan under the Equipment Lender having an Incremental Term Loan shall be Commitment, severally and not jointly, hereby agrees to make Incremental Term Loans to the Borrower, in a minimum an aggregate principal amount of $100,000not to exceed its Incremental Term Loan Commitment.”
Appears in 1 contract
Sources: Credit Agreement (B&G Foods, Inc.)
Term Loan Commitments. (a) Immediately prior to giving effect to this Agreement, as of the Closing Date, the outstanding principal balance of the loans made under the Original Agreement was $194,211,168.22 (the “Outstanding Original Term Loan Balance”). On the Closing Date, and upon the effectiveness of this Agreement, the Outstanding Original Term Loan Balance shall be continued and shall convert automatically for all purposes of this Agreement to outstanding loans (each loan under this Section 2.1(a), (b), or (d), individually a “Term Loan” and, collectively, the “Term Loans”) hereunder owing to the Lenders as if such Term Loans had been made by the Lenders to the Borrower acknowledges hereunder on the Closing Date ratably in accordance with their respective Lender’s Percentage.
(b) Each Lender severally and confirms that not jointly agrees, subject to the terms and conditions hereof, to make an additional Term Loan on the Closing Date, Lenders made as specified in a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount Notice of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan Borrowing delivered pursuant to Section 2.042.3, but once prepaid or repaid, up to an amount equal to the positive difference of (a) the lesser of (i) such Loans shall not be reborrowedLender’s Percentage of the Borrowing Base as of the Closing Date and (ii) such Lender’s Term Loan Commitment as of the Closing Date and (b) such Lender’s Percentage of the Outstanding Original Term Loan Balance. The aggregate amount of such additional Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on plus the Eurodollar Daily Floating RateOutstanding Original Term Loan Balance is referred to herein as the “Closing Date Borrowing Amount”. To the extent that any Lender consents to the Borrower’s request for an Incremental Term Loan Commitment in accordance with Section 2.1(d), each Lender that agrees to provide an Incremental Term Loan Commitment severally and not jointly agrees, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and hereof, to make an additional Term Loan in Dollars to the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Incremental Term Loan Borrowing Date, in an amount not to exceed the lesser of (i) such Lender’s Percentage of the Borrowing Base as of the Incremental Term Loan Borrowing Date and (ii) such Lender’s Incremental Term Loan Commitment. The Closing Date Lenders made a single advance term loan Borrowing Amount, together ‑36‑ with the aggregate amount of such Borrowing on the Incremental Term Loan Borrowing Date (the “Additional Incremental Term LoanLoan Borrowing Amount”) to Borrower in from and after the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Incremental Term Loan under Section 2.03Borrowing Date, and shall repay such Loans pursuant is referred to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The herein as the “Aggregate Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan DocumentsAmount”.
(c) Subject Unless the Borrower notifies the Administrative Agent in accordance with Section 2.3(a), and subject to the terms and conditions hereof, all Term Loans shall initially be Eurodollar Loans with an Interest Period (other than the initial Interest Period) of this Agreement, each Lender severally and not jointly agrees to make one or more term loans (the “Equipment Term Loan”1) to Borrower during the Equipment Term Loan Advance Period in an aggregate month. No amount equal to such Lender’s portion of the Equipment Term Loan Commitment as listed on Schedule 2.01 (each such loan, together with the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance Date (i) the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000reborrowed once it is repaid.”
Appears in 1 contract
Sources: Credit Agreement
Term Loan Commitments. (a) Borrower acknowledges and confirms that on As of the Closing Date, Lenders made a single advance term loan (Effective Date the “Existing Term Loan”) to Borrower Original Acquisition Loan was outstanding in the original aggregate principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents25,000,000.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made In a single advance term loan borrowing (which shall be a Business Day) occurring on or prior to the “Additional Term Loan”B Loan Commitment Termination Date, each Lender that has a Term B Loan Commitment (referred to as a "Term B Loan Lender") will make loans (relative to such Lender, its "Term B Loans") to the Borrower in equal to such Lender's Percentage of the original principal aggregate amount of $10,000,000, and that each Borrowing of the Outstanding Amount is equal Term B Loans requested by the Borrower to $10,000,000 as of November 9, 2010be made on such day. Borrower No amounts paid or prepaid with respect to Term B Loans may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject From time to time on any Business Day occurring from and after the Effective Date but prior to the terms and conditions of this AgreementNew Acquisition Conversion Date, each Lender severally that has a New Acquisition Loan Commitment (referred to as a "New Acquisition Loan Lender", and not jointly agrees to together with each Original Acquisition Loan Lender and each Term B Loan Lender, a "Term Loan Lender") will make one or more term loans (the “Equipment Term Loan”relative to such Lender, its "New Acquisition Loans") to the Borrower during the Equipment Term Loan Advance Period in an aggregate amount equal to such Lender’s portion 's Percentage of the Equipment Term Loan Commitment as listed on Schedule 2.01 (aggregate amount of each such loan, together with the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance Date (i) the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount Borrowing of the New Acquisition Loans of any Lender shall not exceed requested by the Borrower to be made on such Lender’s Commitment as listed on Schedule 2.01day. Borrower No amounts paid or prepaid with respect to New Acquisition Loans may prepay the Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000.”
Appears in 1 contract
Sources: Credit Agreement (Titan Corp)
Term Loan Commitments. (a) Borrower acknowledges and confirms that on On the Initial Closing Date, Lenders each Lender that has a Percentage in excess of zero of the Term A Loan Commitment or the Term B Loan Commitment, as applicable, (i) made a single advance term loan Loans (the “Existing relative to such Lender, its "Term Loan”A Loans") to the Borrower in equal to such Lender's Percentage of the original principal aggregate amount of $35,000,000 the Borrowing or Borrowings of Term A Loans requested by the Borrower to be made on the Initial Closing Date (with the commitment of each such Lender described in this clause (i) herein referred to as its "Term A Loan Commitment"); and (ii) made Loans (relative to such Lender, its "Term B Loans") to the aggregate, and that the Outstanding Amount is Borrower equal to $23,333,333.33 as such Lender's Percentage of November 9, 2010. the aggregate amount of the Borrowing or Borrowings of Term B Loans requested by the Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan made on the Initial Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance (with the terms and conditions commitment of each such Lender described in this Agreement and the other clause (ii) herein referred to as its "Term B Loan DocumentsCommitment").
(b) Borrower acknowledges and confirms that on On or after the Additional Initial Closing Date but prior to the Delayed Term Loan Closing Date Lenders Commitment Termination Date, each Lender that had a Percentage of the Delayed Term Loan Commitment in excess of zero made a single advance term loan Loans (the “Additional relative to such Lender, its "Delayed Term Loan”Loans") to the Borrower in equal to such Lender's Percentage of the original principal aggregate amount of $10,000,000, and that the Outstanding Amount is equal Borrowing or Borrowings of Delayed Term Loans requested by the Borrower to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay be made on such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documentsday.
(c) Subject to On the terms and conditions of this AgreementTerm C Closing Date, each Lender severally and not jointly agrees that had a Percentage in excess of zero of the Term C Loans made Loans (relative to make one or more term loans (the “Equipment such Lender, its "Term Loan”C Loans") to the Borrower during the Equipment Term Loan Advance Period in an aggregate amount equal to such Lender’s portion 's Percentage of the Equipment aggregate amount of the Borrowing or Borrowings of Term Loan C Loans requested by the Borrower to be made on the Term C Closing Date (with the Commitment as listed on Schedule 2.01 (of each such loanLender described in this clause (c) herein referred to as its "Term C Loan Commitment").
(d) On the Term D Closing Date (which shall be a Business Day), together each Lender that had a Percentage in excess of zero of the Term D Loans made Loans (relative to such Lender, its "Term D Loans") to the Borrower equal to such Lender's Percentage of the aggregate amount of the Borrowing or Borrowings of Term D Loans requested by the Borrower to be made on the Term D Closing Date (with the Commitment of each such Lender described in this clause (d) herein referred to as its "Term D Loan Commitment").
(e) On the Term E Closing Date (which shall be a Business Day), each Lender that had a Percentage in excess of zero of the Term E Loans made Loans (relative to such Lender, its "Term E Loans") to the Borrower equal to such Lender's Percentage of the aggregate amount of the Borrowing or Borrowings of Term E Loans requested by the Borrower to be made on the Term E Closing Date (with the Commitment of each such Lender described in this clause (e) herein referred to as its "Term E Loan Commitment").
(f) On the Term F Closing Date (which shall be a Business Day), each Lender that had a Percentage in excess of zero of the Existing Term LoanF Loans made Loans (relative to such Lender, and the Additional its "Existing Term Loan, a “Loan”). After giving effect F Loans") to the Borrower equal to such Lender's Percentage of the aggregate amount of the Borrowing or Borrowings of Existing Term F Loans requested by the Borrower to be made on each Equipment the Term Loan Advance F Closing Date (iwith the Commitment of each such Lender described in this clause (f) the Outstanding Amount under the Equipment herein referred to as its "Existing Term F Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:Commitment").
(i) The Borrower may, on any day no Loans under later than five Business Days preceding the Equipment Additional Term F Loan may Commitment Termination Date, request that Additional Term F Loan Commitments be made after expiration solicited by providing an irrevocable written request to the Agents, which request shall state that the Borrower is requesting Additional Term F Loan Commitments in a specific amount not exceeding the Additional Term F Loan Commitment Amount. Upon receipt of such request, the Administrative Agent shall promptly forward such request to each Lender, and each such existing Lender shall have the right (but not the obligation) to commit to all or a specified portion of the Equipment proposed Additional Term F Loan Advance Period;Commitments.
(ii) Each Lender, acting in its sole discretion, shall, by written notice to the Agents given no later two Business Days prior to the Additional Term F Loan under Commitment Termination Date after the Equipment date that the Administrative Agent forwards such request to them, advise the Agents (x) whether or not such Lender agrees to make an Additional Term F Loan may exceed 75% Commitment and (y) the principal amount, stated in Dollars, of such Additional Term F Loan Commitment; provided, that any Lender that does not advise the Agents on or before the date that is two Business Days prior to the Additional Term F Loan Commitment Termination Date shall be deemed not to have committed to any Additional Term F Loan Commitment. The Syndication Agent shall promptly notify the Borrower of the cost names of the equipment purchased on Lenders that have made (or after October 1, 2010 or have refused to make) any such commitment and the amount of each committing Lender's proposed Additional Term F Loan Commitment upon receipt of each notice from such Lender. The election of any Lender to agree to an Additional Term F Loan Commitment shall be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered irrevocable but shall not obligate any other Lender to Agent;so agree.
(iii) If the aggregate amount of the proposed Additional Term F Loan Commitments of the then committing existing Lenders pursuant to clause (g)(ii) above is less than $18,500,000 three Business Days following the making of the request therefor by the Borrower, then the proposed Additional Term F Loan Commitments may also be offered to prospective Lenders (and existing Lenders may still consider the request). Each such prospective Lender (each, an "Additional Lender"), shall, by notice to the Borrower and the Agents given no more later than three (3) Loans under two Business Days preceding the Equipment Additional Term F Loan may be made Commitment Termination Date, advise the Borrower and the Agents in any calendar month; andwriting of the amount, stated in Dollars, of the Additional Term F Loan Commitments to which such Additional Lender is irrevocably willing to commit.
(iv) It is the intent of the parties hereto that Additional Term F Loans shall be made as soon as possible following the making of any Additional Term F Loan Commitment, subject to the satisfaction of the conditions set forth in Article V, and the Borrower, the Agents and each such committing existing Lenders and each such Additional Lender shall work together in coordinating the extension of Additional Term F Loans relating to such Additional Term F Loan Commitments on one or more proposed Additional Term F Funding Dates. -40- 48
(v) On each proposed Additional Term F Funding Date (which shall be a Business Day), each Lender or Additional Lender has made a commitment to the Borrower to fund Additional Term F Loans prior to the Additional Term F Loan Commitment Termination Date will make Loans (relative to such Lender, its "Additional Term F Loans") to the Borrower equal to the amount of the aggregate amount of the Borrowing of Additional Term F Loans requested by the Borrower to be made on such Additional Term F Funding Date (with the commitment of each such Lender described in this clause (g) herein referred to as its "Additional Term F Loan Commitment"), and notwithstanding anything to the contrary herein, upon the making of any such Loans, the Administrative Agent shall (A) revise (1) the Percentage of each Lender with respect to the Term F Loans to be a percentage equal to (x) the aggregate amount of outstanding Term F Loans held by such Lender divided by (y) the aggregate amount of all outstanding Term F Loans multiplied by 100% and (2) the amortization schedule for Term F Loans attached hereto as Annex I on the page entitled "THE TERM F FACILITY", as such schedule may previously have been amended by this Section 2.1.1(g)(v)(A)(2), by (aa) increasing each amount set forth under the Equipment heading "Scheduled Principal Repayment" opposite the dates under the heading "Quarterly Payment Date" from and including June 30, 2000 through and including March 31, 2005 by an amount equal to 0.25% of the aggregate principal amount of such Loans made on such Additional Term Loan F Funding Date and (bb) increasing the amount set forth under the heading "Scheduled Principal Repayment" opposite the Stated Maturity Date under the heading "Quarterly Payment Date" by an amount equal to 95.0% of the aggregate principal amount of such Loans made on such Additional Term F Funding Date and (B) provide each Lender, the Borrower and the Syndication Agent with a copy of such revised Percentages and amortization schedule promptly following any such revisions thereto. Such revisions to such Percentages and amortization schedule shall be conclusive and binding on the parties hereto absent manifest error.
(vi) Each Additional Lender that agrees to undertake an Additional Term F Loan Commitment hereunder shall thereupon become a "Lender" for all purposes of this Agreement in a minimum the amount of $100,000agreed to by such Additional Lender. No amounts paid or prepaid with respect to Term A Loans, Term B Loans, Term C Loans, Term D Loans, Term E Loans, Term F Loans or Delayed Term Loans may be reborrowed.”
Appears in 1 contract
Term Loan Commitments. (a) Borrower acknowledges Borrowers and confirms Lenders hereby agree that on a portion of the Closing Date, Lenders made Credit Balance in the amount of $40,000,000.00 shall be deemed to be a single advance term loan (the “Existing Initial Term Loan”) to Borrower deemed advanced on the Closing Date by the Lenders in the original principal amount of $35,000,000 in the aggregatedollar amounts and applicable Pro Rata Shares set forth on Annex A hereto, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan repayable in accordance with the terms and conditions provisions of this Agreement Agreement. Borrowers and the other Loan Documents.
(b) Borrower acknowledges and confirms Lenders hereby agree that on the Additional Term Loan Closing Date December 11, 2009, Lenders made shall make a single advance term loan to Borrowers in the aggregate amount of $9,000,000 (the “Additional Incremental Term Loan”) to Borrower ), which Incremental Term Loan shall be made by the Lenders in the original principal amount of $10,000,000dollar amounts and applicable Pro Rata Shares set forth on Annex A hereto, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan repayable in accordance with the terms and conditions provisions of this Agreement and the other Loan DocumentsAgreement.
(ci) Subject Section 2.2.1 of the Credit Agreement is hereby amended by deleting “the Term Loan” in the first line thereof, and inserting the phrase “the Initial Term Loan and the Incremental Term Loan” in replacement thereof.
(j) Section 3.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: The Loans of each Lender shall be evidenced by (a) a Note, with appropriate insertions, payable to the terms and conditions order of this Agreement, each such Lender severally and not jointly agrees in a face principal amount equal to make one or more term loans (the “Equipment sum of such Lender’s Revolving Commitment plus the principal amount of such Lender’s Initial Term Loan”, and (b) a Note, with appropriate insertions, payable to Borrower during the Equipment Term Loan Advance Period order of such Lender in an aggregate a face principal amount equal to such Lender’s portion Incremental Term Loan.
(k) Section 5 of the Equipment Term Loan Commitment Credit Agreement is hereby amended by adding a new Section 5.4 as listed on Schedule 2.01 (each such loan, together with the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance Date (i) the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitationsfollows:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000.”
Appears in 1 contract
Sources: Credit Agreement (Roadrunner Transportation Services Holdings, Inc.)
Term Loan Commitments. (a) Borrower acknowledges and confirms that on the Closing DateOn or about April 16, Lenders made a single advance 1998, term loan (the “Existing Term Loan”) to Borrower loans in the original aggregate principal amount of $35,000,000 85,000,000 were made available to the Borrower by the Banks (herein, the "Original Term Loan Commitments") and are currently owing to the Banks in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan amounts set forth on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
Schedule I attached hereto (b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional individually an "Original Term Loan”) to Borrower in " and collectively the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010"Original Term Loans"). Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreementhereof, each Lender certain Banks, by their acceptance hereof, severally and not jointly agrees agree to make one or more term mortgage refinancing loans (individually a "Mortgage Refinancing Loan" and collectively the “Equipment "Mortgage Refinancing Loans"; the Original Term Loans and the Mortgage Refinancing Loans being hereinafter referred to collectively as the "Term Loans" and individually as a "Term Loan”") to Borrower during the Equipment Borrower, with each Mortgage Refinancing Loan to be in the amount of the Mortgage Refinancing Commitment of the relevant Bank as set forth on Schedule I attached hereto (individually a "Mortgage Refinancing Commitment" and collectively the "Mortgage Refinancing Commitments"; the Original Term Loan Advance Period in an aggregate amount equal Commitments and the Mortgage Refinancing Commitments being referred to such Lender’s portion herein collectively as the "Term Loan Commitments"). The Mortgage Refinancing Loans shall be made, if at all, on or before October 16, 1998, at which time Mortgage Refinancing Commitments of the Equipment relevant Banks shall expire. The Mortgage Refinancing Loans shall be advanced in a single Borrowing and shall be made by the Banks in accordance with their respective Mortgage Refinancing Commitments. Not less than $4,000,000 of the proceeds of the Mortgage Refinancing Loans shall be used to refinance the Obligations incurred by the Borrower under the Revolving Credit in connection with its purchase of the real estate commonly known as Southern Manner Nursing Center, Hallettsville, Texas and Oakland Manor Nursing Center, Giddings, Texas (collectively, the "Texas Real Property"). As provided in Section 1.6(a) hereof, the Borrower may elect that the Term Loans (whether advanced as an Original Term Loan Commitment or as listed on Schedule 2.01 (each such loana Mortgage Refinancing Loan) be outstanding as Base Rate Loans or Eurodollar Loans. As provided in Sections 1.8(b) and 1.8(c), together with the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance Date (i) the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowedmature in installments as therein provided. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based No amount repaid or prepaid on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment any Term Loan may be made after expiration borrowed again.
1.2. Clause (a), (b), and (c) of Section 1.7 of the Equipment Credit Agreement shall be amended and restated in their entirety to read as follows:
(a) any Interest Period for a Borrowing of Revolving Loans consisting of Base Rate Loans that otherwise would end after the Revolving Credit Termination Date shall end on the Revolving Credit Termination Date, and any Interest Period for a Borrowing of Term Loan Advance PeriodLoans consisting of Base Rate Loans that otherwise would end after the final maturity date of the relevant Term Loans shall end on the final maturity date of such Term Loans;
(iib) no Loan under the Equipment Term Loan may exceed 75% Interest Period with respect to any portion of the cost relevant Term Loans shall extend beyond the final maturity date of such Term Loans, and no Interest Period with respect to any portion of the equipment purchased on or after October 1, 2010 or to be purchased with Revolving Loans shall extend beyond the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to AgentRevolving Credit Termination Date;
(iiic) no more than three Interest Period with respect to any portion of the relevant Term Loans consisting of Eurodollar Loans shall extend beyond a date on which the Borrower is required to make a scheduled payment of principal on such Term Loans, unless the sum of (3a) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum aggregate principal amount of $100,000.”relevant Term Loans that are Base Rate Loans plus (b) the aggregate principal amount of relevant Term Loans that are Eurodollar Loans with Interest Periods expiring on or before such date equals or exceeds the principal amount to be paid on such Term Loans on such payment date;
Appears in 1 contract
Sources: Credit Agreement (Fountain View Inc)
Term Loan Commitments. (a) Borrower acknowledges and confirms that on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) Subject to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions hereof, each of the Continuing Lenders severally agrees that the Existing Term Loans made by such Lender under the Original Credit Agreement shall remain outstanding on and after the Restatement Effective Date as “Tranche D Term Loans” made pursuant to this Agreement, and shall be deemed to have been repaid with Tranche D Term Loans made pursuant to this Agreement on the Restatement Effective Date. Each Existing Term Loan of a Continuing Lender shall be deemed to satisfy, dollar for dollar, such Continuing Lender’s obligation to make Tranche D Term Loans on the Restatement Effective Date. Such Existing Term Loans shall on and after the Restatement Effective Date have all of the rights and benefits of Tranche D Term Loans as set forth in this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreementhereof, each Lender of the Tranche D Term Loan Lenders (other than Continuing Lenders) severally and not jointly agrees to make one or more term loans (Tranche D Term Loans on the “Equipment Term Loan”) to Borrower during the Equipment Restatement Effective Date in an amount for each such Tranche D Term Loan Advance Period in an aggregate amount equal Lender not to such Lender’s portion of the Equipment exceed its Tranche D Term Loan Commitment as listed Percentage of Tranche D Term Loans requested by the Borrower on Schedule 2.01 (each such loan, together with the Existing Restatement Effective Date. Any unfunded Tranche D Term Loan, Loan Commitments shall terminate immediately and without further action on the Additional Term Loan, a “Loan”). After Restatement Effective Date after giving effect to the Borrowings on each Equipment funding of such Tranche D Term Loan Advance Date (i) the Outstanding Amount under the Equipment Lender’s Tranche D Term Loan shall not exceed $5,500,000, and Commitment on such date.
(iib) the aggregate Outstanding Amount of the The Term Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the from time to time be Eurodollar Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable RateLoans, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and determined in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on accordance with Sections 2.2 or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,0002.13 hereof.”
Appears in 1 contract
Term Loan Commitments. (a) Borrower acknowledges Each Tranche E Term Lender hereby agrees, severally and confirms that not jointly, on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower terms set forth herein and in the original Credit Agreement and subject to the conditions set forth herein, to make Tranche E Term Loans to the Borrower on the 2015 Effective Date in an aggregate principal amount of $35,000,000 in not to exceed the aggregate, amount set forth opposite such Tranche E Term Lender’s name on Schedule I hereto. Amounts borrowed under this Section 2(a) and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower repaid or prepaid may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. .
(b) The Borrowing under the Existing Incremental Term Loan on Maturity Date for the Closing Date Tranche E Term Loans shall bear interest based on be May 14, 2022 and, for purposes of Section 2.08(b) of the Eurodollar Daily Floating RateCredit Agreement, subject the Tranche E Term Loans shall amortize as provided in Schedule II hereto. Unless the context shall otherwise require, the Tranche E Term Loans shall constitute “Incremental Term Loans” and, solely with respect to subsequent conversion at Borrower’s option to Eurodollar Rate the Tranche C Term Loans and the Tranche D Term Loans, as further provided herein. Borrower reaffirms its obligation to pay “Other Term Loans”, and the Existing Tranche E Term Loan Lenders shall constitute “Incremental Term Lenders” and “Lenders”, in accordance with each case for all purposes of the terms and conditions of this Credit Agreement and the other Loan Documents.
; provided, however, that $497,589,824.39 aggregate principal of Tranche E Term Loans (bsuch amount being the amount incurred to effect the Tranche B Refinancing) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Refinancing Tranche B Term LoanLoans”) shall be deemed to Borrower in be Refinancing Term Loans and shall not reduce the original principal amount of $10,000,000Incremental Amount; provided, and further, however that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Refinancing Tranche B Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under have the Additional same terms as the Tranche E Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreement, each Lender severally and not jointly agrees to make one or more term loans (the “Equipment Term Loan”) to Borrower during the Equipment Term Loan Advance Period in an aggregate amount equal to such Lender’s portion The proceeds of the Equipment Tranche E Term Loan Commitment as listed on Schedule 2.01 (each such loan, together with the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance Date Loans shall be used solely (i) to finance the Outstanding Amount under Acquisition and the Equipment Term Loan shall not exceed $5,500,000, Tranche B Refinancing and to pay the Transaction Costs and (ii) the aggregate Outstanding Amount for general corporate purposes of the Loans Borrower and its Subsidiaries, including, without limitation, Permitted Acquisitions.
(d) Unless previously terminated, the commitments of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Tranche E Term Loan under Section 2.03, and shall repay such Loans Lenders pursuant to Section 2.04, but once prepaid or repaid, such 2(a) shall terminate upon the making of the Tranche E Term Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus 2015 Effective Date.
(e) With respect to the Applicable Rate or Refinancing Tranche B Term Loans, the Eurodollar Base Rate plus initial Interest Period applicable thereto shall be the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under Interest Period set forth in the Equipment Term Loan expires notice of borrowing delivered on the last day 2015 Effective Date pursuant to Section 4(f) of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000this Agreement.”
Appears in 1 contract
Sources: Incremental Assumption and Refinancing Facility Agreement (TransDigm Group INC)
Term Loan Commitments. (a) Borrower acknowledges and confirms that on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreementset forth herein, (i) each Refinancing Term Loan Lender severally and not jointly agrees to make one or more term loans for the purposes specified in Section 2.6(a) (the each, a “Equipment Refinancing Term Loan”) to the Borrower during the Equipment Refinancing Term Loan Advance Commitment Period in an aggregate principal amount equal not to exceed the amount of such Term Loan Lender’s portion of Refinancing Term Loan Commitment, (ii) each Trajen Acquisition Term Loan Lender severally agrees to make term loans for the Equipment purposes specified in Section 2.6(b) (each, a “Trajen Acquisition Term Loan”) to the Borrower during the Trajen Acquisition Term Loan Commitment as listed on Schedule 2.01 Period in an aggregate principal amount not to exceed the amount of such Term Loan Lender’s Trajen Acquisition Term Loan Commitment, and (iii) each such loanSupermarine Acquisition Term Loan Lender severally agrees to make term loans for the purposes specified in Section 2.6(c) (each, a “Supermarine Acquisition Term Loan” and, together with the Existing Refinancing Term Loan, Loans and the Additional Trajen Acquisition Term LoanLoans, a the “LoanTerm Loans”). After giving effect ) to the Borrowings on each Equipment Borrower during the Supermarine Acquisition Term Loan Advance Date (i) Commitment Period in an aggregate principal amount not to exceed the Outstanding Amount under the Equipment amount of such Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment 's Supermarine Acquisition Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowedCommitment. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Refinancing Term Loan shall be made as part of a Borrowing consisting of Refinancing Term Loans made by the Refinancing Term Loan Lenders ratably in accordance with their respective Pro Rata Shares of the aggregate Refinancing Term Loan Commitments of all Refinancing Term Loan Lenders. Each Trajen Acquisition Term Loan shall be made as part of a minimum Borrowing consisting of Trajen Acquisition Term Loans made by the Trajen Acquisition Term Loan Lenders ratably in accordance with their respective Pro Rata Shares of the aggregate Trajen Acquisition Term Loan Commitments of all Trajen Acquisition Term Loan Lenders. Each Supermarine Acquisition Term Loan shall be made as part of a Borrowing consisting of Supermarine Acquisition Term Loans made by the Supermarine Acquisition Term Loan Lenders ratably in accordance with their respective Pro Rata Shares of the aggregate Supermarine Acquisition Term Loan Commitments of all Supermarine Acquisition Term Loan Lenders. The Refinancing Term Loans was available in one Borrowing in an amount of not exceeding $100,000300,000,000 for the purposes specified in Section 2.6(a). The Trajen Acquisition Term Loans was available in one Borrowing in an amount not exceeding $180,000,000 for the purposes specified in Section 2.6(b). The Supermarine Acquisition Term Loans will be available in one Borrowing in an amount not exceeding $32,500,000 for the purposes specified in Section 2.6(c).”
Appears in 1 contract
Term Loan Commitments. (a) Borrower acknowledges and confirms that on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreementhereof, each Lender Lender, by its acceptance hereof, severally and not jointly agrees to make one or more term loans a loan (individually a “Term A Loan” and collectively for all the Lenders the “Equipment Term LoanA Loans”) in U.S. Dollars to the Borrower during in the Equipment Term Loan Advance Period in an aggregate amount equal to of such Lender’s portion of Term A Loan Commitment. The Term A Loans shall be advanced in a single Borrowing on the Equipment Closing Date and shall be made ratably by the Lenders in proportion to their respective Term A Loan Commitment Percentages, at which time the Term A Loan Commitments shall expire. As provided in Section 1.6(a) hereof, the Borrower may elect that the Term A Loans be outstanding as listed Base Rate Loans or Eurodollar Loans. No amount repaid or prepaid on Schedule 2.01 any Term A Loan may be borrowed again.
(each such loan, together with the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect b) Subject to the Borrowings on terms and conditions hereof, each Equipment Term Loan Advance Date Lender, by its acceptance hereof, severally agrees to make a loan or loans (iindividually an “Acquisition Loan” and collectively for all the Lenders the “Acquisition Loans”) in U.S. Dollars to the Outstanding Amount under Borrower from time to time up to the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03Acquisition Credit Commitment, and shall repay such Loans subject to any reductions thereof pursuant to Section 2.04the terms hereof, but once prepaid or repaid, such Loans shall not be reborrowedbefore the Acquisition Credit Commitment Termination Date. Each Borrowing under of Acquisition Loans shall be made ratably by the Equipment Term Loan Lenders in proportion to their respective Acquisition Percentages and shall bear interest at Borrower’s option based on reduce the Eurodollar Daily Floating Rate plus Acquisition Credit Commitments by the Applicable Rate or principal amount of such Borrowing. As provided in Section 1.6(a) hereof, the Eurodollar Borrower may elect that each Borrowing of Acquisition Loans be either Base Rate plus the Applicable Rate, as further provided hereinLoans or Eurodollar Loans. Lenders’ Commitment to make Loans under the Equipment Term Loan expires No amount repaid or prepaid on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term any Acquisition Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000borrowed again.”
Appears in 1 contract
Term Loan Commitments. (a) Borrower acknowledges and confirms that on Subject only to the Closing Dateconditions set forth in Section 4.01, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing each Lender with an Initial Term Loan under Section 2.03, and shall repay such Loans under Commitment severally agrees to make to the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan Borrower on the Closing Date a term loan denominated in Dollars equal to such Lender’s Initial Term Loan Commitment (the “Initial Term Loans”; provided that any Delayed Draw Term Loans that are funded hereunder shall bear interest based on the Eurodollar Daily Floating Rate, subject also be deemed to subsequent conversion at Borrower’s option to Eurodollar constitute Initial Term Loans following such funding). Initial Term Loans may be Base Rate Loans or SOFR Loans, as further provided herein. Borrower reaffirms its obligation At any time after the Closing Date and from time to pay time during the Existing Term Loan in accordance with Delayed Draw Commitment Period, subject to the terms and conditions of this Agreement and set forth in Section 4.03 hereof, each Lender with a Delayed Draw Commitment severally agrees to make to the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional applicable Delayed Draw Closing Date a Term Loan Closing Date Lenders made a single advance term loan denominated in Dollars in an aggregate amount requested by the Borrower but not exceeding such ▇▇▇▇▇▇’s unfunded Delayed Draw Commitment as of such date immediately prior to giving effect to such Borrowing (the “Additional Delayed Draw Term LoanLoans”) to Borrower in ); provided that the original aggregate principal amount of $10,000,000, and that all such Borrowings of Delayed Draw Term Loans shall not exceed the Outstanding Amount is equal to $10,000,000 aggregate amount of the Delayed Draw Commitments as of November 9, 2010the Closing Date. Borrower Amounts borrowed under this Section 2.01(a) and repaid or prepaid may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Initial Term Loan on the Additional Loans and Delayed Draw Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Loans may be Base Rate Loans or SOFR Loans, as further provided herein. Borrower reaffirms its obligation to pay ; provided that Delayed Draw Term Loans will initially be of the Additional same Type and will have the same Interest Period as the Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject Loans outstanding immediately prior to the terms Borrowing of such Delayed Draw Term Loans. The Initial Term Loans and conditions of this AgreementDelayed Draw Term Loans will, each Lender severally and not jointly agrees to make one or more term loans (the “Equipment Term Loan”) to Borrower during the Equipment Term Loan Advance Period in an aggregate amount equal to such Lender’s portion of the Equipment Term Loan Commitment as listed on Schedule 2.01 (each such loan, together with the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance Date (i) extent practicable, be treated as the Outstanding Amount under same “fungible” class for U.S. federal income tax purposes and will have the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000same CUSIP.”
Appears in 1 contract
Sources: Credit Agreement
Term Loan Commitments. (a) Subject to the terms and conditions set forth in Section 4.01 hereof, each Lender severally agrees to make to the Borrower acknowledges and confirms that on the Closing Date, Lenders made Date a single advance term loan Term Loan denominated in Dollars equal to such Lender’s Initial Term Loan Commitment on the Closing Date (the “Existing Initial Term LoanLoans”) ). After the Closing Date and on or prior to the Delayed Draw Commitment Termination Date, subject to the terms and conditions set forth in Section 4.03 hereof, each Lender severally agrees to make to the Borrower on the applicable Delayed Draw Closing Date a Term Loan denominated in Dollars in an aggregate amount requested by the original Borrower but not exceeding such Lender’s Delayed Draw Commitment as of such date immediately prior to giving effect to such Borrowing (the “Delayed Draw Term Loans”); provided that the aggregate principal amount of $35,000,000 in all such Borrowings of Delayed Draw Term Loans shall not exceed the aggregate, and that aggregate amount of the Outstanding Amount is equal to $23,333,333.33 Delayed Draw Commitments as of November 9, 2010the Closing Date. Borrower Amounts borrowed under this Section 2.01(a) and repaid or prepaid may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Initial Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Loans and Delayed Draw Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay ; provided that Delayed Draw Term Loans will initially be of the Existing same Type and will have the same Interest Period as the Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject outstanding immediately prior to the terms and conditions of this Agreement, each Lender severally and not jointly agrees to make one or more term loans (the “Equipment Term Loan”) to Borrower during the Equipment Term Loan Advance Period in an aggregate amount equal to such Lender’s portion of the Equipment Term Loan Commitment as listed on Schedule 2.01 (each such loan, together with the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance Date (i) the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced Delayed Draw Term Loans. For the avoidance of doubt, the Initial Term Loans and supported by Delayed Draw Term Loans will have the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000same CUSIP number.”
Appears in 1 contract
Sources: First Lien Credit Agreement (Advantage Solutions Inc.)
Term Loan Commitments. (a) Borrower acknowledges and confirms that on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreementin the Existing Credit Agreement and relying upon the representations and warranties therein set forth, each Tranche A Term Loan Lender made a tranche A term loan (each, a “Tranche A Term Loan”) on the Closing Date to the Borrower;
(b) Subject to the terms and conditions herein and relying upon the representations and warranties herein set forth, each Tranche B Term Loan Lender, severally and not jointly agrees to make one or more jointly, made, on the Restatement Funding Date, a tranche B term loans loan (the each, a “Equipment Tranche B Term Loan”) to the Borrower during the Equipment Term Loan Advance Period in an aggregate amount equal to such Lender’s portion Tranche B Term Loan Commitment;
(c) Pursuant to the terms of the Equipment First Amendment, the Tranche B-2 Term Loan Commitment as listed on Schedule 2.01 Lenders made Tranche B-2 Term Loans in Dollars (each such loan, together with the Existing whether by agreeing to exchange existing Tranche B Term Loan, and the Additional Term Loan, a “Loan”). After giving effect Loans or by committing to make new term loans) to the Borrowings Borrower on each Equipment the First Amendment Effective Date;
(d) Pursuant to the terms of the Second Amendment, the Tranche B-3 Term Loan Advance Lenders made Tranche B-3 Term Loans in Dollars (whether by agreeing to exchange existing Tranche B-2 Term Loans or by committing to make new loans) to the Borrower on the Second Amendment Effective Date;
(e) Pursuant to the terms of the Third Amendment, the Tranche B-4 Term Loan Lenders, severally and not jointly, have agreed to make Tranche B-4 Term Loans in Dollars to the Borrower on the Third Amendment Effective Date;
(f) Pursuant to the terms of the Fourth Amendment, the Fourth Amendment Incremental Term Loan Lenders, severally and not jointly, have agreed to make Fourth Amendment Incremental Term Loans in Dollars to the Borrower on the Fourth Amendment Effective Date in a principal amount not to exceed its Fourth Amendment Incremental Term Loan Commitment; and
(g) Subject to the terms and conditions and relying upon the representations and warranties set forth in the applicable Incremental Assumption Agreement, each Lender having an Incremental Term Loan Commitment, severally and not jointly, hereby agrees to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment.
(i) Tranche B Term Loans outstanding on the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, First Amendment Effective Date and (ii) Tranche B-2 Term Loans outstanding on the aggregate Outstanding Amount of Second Amendment Effective Date were repaid in full. All (i) Tranche A Term Loans and (ii) Tranche B-3 Term Loans were repaid in full. Subject to Sections 2.9 and 2.10, all amounts owed hereunder with respect to the Tranche B-4 Term Loans of any Lender (including the Fourth Amendment Incremental Term Loans) and the Incremental Term Loans shall not exceed be paid in full no later than the Tranche B-4 Term Loan Maturity Date or the applicable Incremental Term Loan Maturity Date, respectively. Each Lender’s Tranche A Term Loan Commitment terminated immediately and without further action on the Closing Date. Each Lender’s Tranche B Term Loan Commitment terminated immediately and without further action on the Restatement Funding Date. Each Lender’s Tranche B-2 Term Loan Commitment terminated immediately and without further action on the First Amendment Effective Date after giving effect to such Lender’s Tranche B-2 Term Loan Commitment as listed on Schedule 2.01such date. Borrower may prepay Each Lender’s Tranche B-3 Term Loan Commitment terminated immediately and without further action on the Loans Second Amendment Effective Date after giving effect to such Lender’s Tranche B-3 Term Loan Commitment on such date. Each Lender’s Tranche B-4 Term Loan Commitment under the Equipment Term Loan under Section 2.03, Third Amendment terminated immediately and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based without further action on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day Third Amendment Effective Date upon funding of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000.”Tranche B-4
Appears in 1 contract
Sources: Credit Agreement (B&G Foods, Inc.)
Term Loan Commitments. (a) Borrower acknowledges and confirms that on the Closing DateEach Lender with an Initial Term Loan Commitment agrees to make a loan to Borrowers (each such loan, Lenders made a single advance term loan (the an “Existing Initial Term Loan”) on the Sixth Amendment Effective Date in that L▇▇▇▇▇’s Pro Rata Share of the aggregate Initial Term Loan Commitments of all Lenders. The Commitments of the Lenders to Borrower in make Initial Term Loans will expire concurrently with the original principal amount making of $35,000,000 in Initial Term Loans on the aggregate, Sixth Amendment Effective Date. Each party hereto acknowledges and agrees that the Outstanding Amount is equal outstanding principal balance of the respective Existing Term Loans held by each Lender with an Initial Term Loan Commitment, in an amount up to $23,333,333.33 as the outstanding principal balance of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loans of such Lender immediately prior to the Sixth Amendment Effective Date, shall be deemed to be an Initial Term Loan under Section 2.03, and shall repay made by each such Loans under the Lender holding such Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan DocumentsSixth Amendment Effective Date.
(b) Borrower acknowledges and confirms that on the Additional Each Lender with a Delayed Draw Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreement, each Lender severally and not jointly Commitment agrees to make one or more term loans (the “Equipment Term Loan”) to Borrower during the Equipment Term Loan Advance Period in an aggregate amount equal to such Lender’s portion of the Equipment Term Loan Commitment as listed on Schedule 2.01 (each such loan, together a “Delayed Draw Term Loan”) during the Delayed Draw Term Loan Availability Period in that L▇▇▇▇▇’s Pro Rata Share of the aggregate amounts that Borrower Representative requests from the Administrative Agent. The aggregate amount of all Delayed Draw Term Loans made will not exceed the aggregate Delayed Draw Term Loan Commitments of all Lenders. The Commitments of the Lenders to make Delayed Draw Term Loans will decrease concurrently with the Existing making of Delayed Draw Term Loan, and the Additional Term Loan, a “Loan”). After giving effect Loans on each applicable borrowing date by an amount equal to the Borrowings aggregate amount of the Delayed Draw Term Loans made on each Equipment that borrowing date. The Commitments of the Lenders to make Delayed Draw Term Loans will expire at the end of the Delayed Draw Term Loan Advance Date (i) the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Availability Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000.”
Appears in 1 contract
Term Loan Commitments. (a) Borrower acknowledges and confirms that on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreementin the Existing Credit Agreement and relying upon the representations and warranties therein set forth, each Tranche A Term Loan Lender made a tranche A term loan (each, a “Tranche A Term Loan”) on the Closing Date to the Borrower;
(b) Subject to the terms and conditions herein and relying upon the representations and warranties herein set forth, each Tranche B Term Loan Lender, severally and not jointly agrees to make one or more jointly, made, on the Restatement Funding Date, a tranche B term loans loan (the each, a “Equipment Tranche B Term Loan”) to the Borrower during the Equipment Term Loan Advance Period in an aggregate amount equal to such Lender’s portion of the Equipment Tranche B Term Loan Commitment as listed on Schedule 2.01 (each such loan, together with the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect to the Borrowings on each Equipment Term Loan Advance Date (i) the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may be made after expiration of the Equipment Term Loan Advance PeriodCommitment;
(iic) no Loan under Pursuant to the Equipment terms of the First Amendment, the Tranche B-2 Term Loan may exceed 75% of Lenders made Tranche B-2 Term Loans in Dollars (whether by agreeing to exchange existing Tranche B Term Loans or by committing to make new term loans) to the cost of Borrower on the equipment purchased on or after October 1, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to AgentFirst Amendment Effective Date;
(iiid) no more than three (3) Loans under Pursuant to the Equipment terms of the Second Amendment, the Tranche B-3 Term Loan may be Lenders made Tranche B-3 Term Loans in any calendar monthDollars (whether by agreeing to exchange existing Tranche B-2 Term Loans or by committing to make new loans) to the Borrower on the Second Amendment Effective Date;
(e) Pursuant to the terms of the Third Amendment, the Tranche B-4 Term Loan Lenders, severally and not jointly, have agreed to make Tranche B-4 Term Loans in Dollars to the Borrower on the Third Amendment Effective Date;
(f) Pursuant to the terms of the Fourth Amendment, the Fourth Amendment Incremental Term Loan Lenders, severally and not jointly, have agreed to make Fourth Amendment Incremental Term Loans in Dollars to the Borrower on the Fourth Amendment Effective Date in a principal amount not to exceed its Fourth Amendment Incremental Term Loan Commitment; and
(ivg) Subject to the terms and conditions and relying upon the representations and warranties set forth in the applicable Incremental Assumption Agreement, each Loan under the Equipment Lender having an Incremental Term Loan shall be Commitment, severally and not jointly, hereby agrees to make Incremental Term Loans to the Borrower, in a minimum an aggregate principal amount of $100,000not to exceed its Incremental Term Loan Commitment.”
Appears in 1 contract
Sources: Credit Agreement (B&G Foods, Inc.)
Term Loan Commitments. (a) Borrower acknowledges and confirms that on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreementhereof, each Lender Lender, by its acceptance hereof, severally and not jointly agrees to make one or more term loans a loan (individually a “New Term Loan” and collectively for all the Lenders the “Equipment New Term LoanLoans”) in U.S. Dollars to the Borrower during in the Equipment Term Loan Advance Period in an aggregate amount equal to the excess of (i) such Lender’s portion of the Equipment Term Loan Commitment as listed over (ii) such Lender’s Existing Term Loans. The New Term Loans shall be advanced in a single Borrowing on Schedule 2.01 (each such loanthe Closing Date and shall be made ratably by the Lenders in proportion to their respective Term Loan Percentages, together with at which time the Term Loan Commitments shall expire. Upon the making of the New Term Loans, the Existing Term Loan, Loans shall be deemed to be outstanding under this Agreement for all purposes whatsoever and each New Term Loan and Existing Term Loan held by each Lender shall be deemed to constitute a single debt of the Borrower to such Lender. The New Term Loans and the Additional Existing Term Loans together shall be referred to individually as a “Term Loan, a ” and collectively for all the Lenders the “LoanTerm Loans”). After giving effect to As provided in Section 1.6(a) hereof, the Borrowings on each Equipment Term Loan Advance Date (i) the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay elect that the Term Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar outstanding as Base Rate plus the Applicable Rate, as further provided hereinLoans or Eurocurrency Loans. Lenders’ Commitment to make Loans under the Equipment Term Loan expires No amount repaid or prepaid on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment any Term Loan may be made after expiration of the Equipment Term Loan Advance Period;borrowed again.
(iib) no Loan under Subject to the Equipment Term Loan may exceed 75% of terms and conditions hereof, each Lender, by its acceptance hereof, severally agrees to make a loan (individually a “Capital Expansion Loan” and collectively for all the cost of Lenders the equipment purchased on or after October 1, 2010 or “Capital Expansion Loans”) in U.S. Dollars to be purchased with the proceeds Borrower from time to time up to the amount of such Lender’s Capital Expansion Loan Commitment, subject to any reductions thereof pursuant to the terms hereof, before the Capital Expansion Credit Termination Date, at which time the unused Capital Expansion Loan Commitments shall expire (the period commencing on the Closing Date and ending on the Capital Expansion Credit Termination Date is referred to as evidenced and supported the “Availability Period”). Each Borrowing of Capital Expansion Loans shall be made ratably by the invoice Lenders in proportion to their respective Capital Expansion Loan Percentages. As provided in Section 1.6(a) hereof, the Borrower may elect that the Capital Expansion Loans be outstanding as Base Rate Loans or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Eurocurrency Loans. No amount repaid or prepaid on any Capital Expansion Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan shall be in a minimum amount of $100,000borrowed again.”
Appears in 1 contract
Sources: Credit Agreement (Penford Corp)
Term Loan Commitments. (a) Borrower acknowledges and confirms that on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreementhereof, and relying upon the representations and warranties herein set forth, each Term Loan Lender severally and not jointly agrees to make one or more term loans (the each, a “Equipment Term Loan”) in Dollars to Borrower during the Equipment Borrowers on the Closing Date in the principal amount of such Term Loan Advance Period in an aggregate amount equal to such Lender’s portion of the Equipment Term Loan Commitment as listed on Schedule 2.01 (each such loan, together with Commitment. The Borrowers shall deliver a duly completed Loan Request substantially in the Existing Term Loan, and the Additional Term Loan, a “Loan”). After giving effect form of Exhibit 3.1 at least two Business Days prior to the Borrowings on each Equipment Closing Date. The Term Loan Advance Loans shall be advanced, initially, under the Base Rate Option, provided that the Borrowers may from time to time after the Closing Date and prior to the Expiration Date renew or convert the Interest Rate Option applicable to the Term Loans pursuant to Section 4.2 [Interest Periods], by delivering to the Administrative Agent, not later than 10:00 a.m., New York City time, (i) three (3) Business Days prior to the Outstanding Amount under date of conversion to or the Equipment renewal of the LIBOR Rate Option for any such Term Loan shall not exceed $5,500,000Loans, and (ii) the aggregate Outstanding Amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Term Loan under Section 2.03, and shall repay such Loans pursuant one (1) Business Day prior to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. Each Borrowing under the Equipment Term Loan shall bear interest at Borrower’s option based on the Eurodollar Daily Floating Rate plus the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition preceding Interest Period with respect to the foregoing and in addition conversion to the conditions precedent set out Base Rate Option for any Loan, of a duly completed Loan Request therefore substantially in Article IV below, Loans under the Equipment Term form of Exhibit 3.1. Each Loan are subject to Request shall be irrevocable and shall specify (a) the following limitations:
proposed Borrowing Date; (ib) no Loans under the Equipment Term Loan may be made after expiration aggregate amount of the Equipment Term Loan Advance Period;
Loans; (iic) no Loan under the Equipment Term Loan may exceed 75% aggregate amount of the cost of the equipment purchased on or after October 1proposed Loans comprising each Borrowing Tranche, 2010 or to be purchased with the proceeds of such Loan as evidenced and supported by the invoice or purchase order in respect of purchase of such equipment as delivered to Agent;
(iii) no more than three (3) Loans under the Equipment Term Loan may be made in any calendar month; and
(iv) each Loan under the Equipment Term Loan which shall be in integral multiples of $1,000,000 and not less than $5,000,000 for each Borrowing Tranche to which the LIBOR Rate Option applies and in integral multiples of $100,000 and not less than the lesser of $500,000 or the maximum amount available for Borrowing Tranches to which the Base Rate Option applies; (d) whether the LIBOR Rate Option or Base Rate Option shall apply to the proposed Loans comprising the applicable Borrowing Tranche and (e) in the case of a minimum Borrowing Tranche to which the LIBOR Rate Option applies, appropriate Interest Periods for the Term Loans comprising such Borrowing Tranche. If the Loan Request is not submitted by the Borrowers on or before the Closing Date or if a Loan Request is submitted by such date in an amount less than the aggregate Term Loan Commitments, then the Term Loan Commitments shall be reduced (A) to zero if no Loan Request is submitted or (B) to the amount of $100,000the Loan Request, if one is submitted, as of the Closing Date and any further advance of the Term Loans shall no longer be available to the Borrowers.”
Appears in 1 contract
Sources: Credit Agreement (Gsi Commerce Inc)
Term Loan Commitments. (a) Borrower acknowledges and confirms that on the Closing Date, Lenders made a single advance term loan (the “Existing Term Loan”) to Borrower in the original principal amount of $35,000,000 in the aggregate, and that the Outstanding Amount is equal to $23,333,333.33 as of November 9, 2010. Borrower may prepay the Loans under the Existing Term Loan under Section 2.03, and shall repay such Loans under the Existing Term Loan pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Existing Term Loan on the Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Existing Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(b) Borrower acknowledges and confirms that on the Additional Term Loan Closing Date Lenders made a single advance term loan (the “Additional Term Loan”) to Borrower in the original principal amount of $10,000,000, and that the Outstanding Amount is equal to $10,000,000 as of November 9, 2010. Borrower may prepay the Loans under the Additional Term Loan under Section 2.03, and shall repay such Loans pursuant to Section 2.04, but once prepaid or repaid, such Loans shall not be reborrowed. The Borrowing under the Additional Term Loan on the Additional Term Loan Closing Date shall bear interest based on the Eurodollar Daily Floating Rate, subject to subsequent conversion at Borrower’s option to Eurodollar Rate Loans, as further provided herein. Borrower reaffirms its obligation to pay the Additional Term Loan in accordance with the terms and conditions of this Agreement and the other Loan Documents.
(c) Subject to the terms and conditions of this Agreementhereof, each Lender (i) the CMBS Bridge Loan Lenders severally and not jointly agrees agree to make one or more term loans (each, a “CMBS Bridge Loan”) to the Borrowers on the Closing Date in an amount for each CMBS Bridge Loan Lender not to exceed the amount of the CMBS Bridge Loan Commitment of such Lender, (ii) the Tranche A Term Loan Lenders severally agree to make term loans (each, a “Equipment Tranche A Term Loan”) to Borrower during the Equipment Borrowers on the Closing Date in an amount for each Tranche A Term Loan Advance Period Lender not to exceed the amount of the Tranche A Term Loan Commitment of such Lender and (iii) the Replacement Tranche B Term Loan Lenders severally agree to make term loans (or, in the case of the Continuing Tranche B Term Loan Lenders, pursuant to clause (b), elect to convert Original Tranche B Term Loans) (each, a “Replacement Tranche B Term Loan”) to the Borrowers on the Second Amendment Effective Date in an aggregate amount for each Replacement Tranche B Term Loan Lender not to exceed the amount of the Replacement Tranche B Term Loan Commitment of such Lender. The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the relevant Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13. The Original Tranche B Term Loans were made to the Borrowers on the Closing Date.
(b) In connection with the making of the Replacement Tranche B Term Loans pursuant to clause (a) above, by delivering written notice to the Tranche B Administrative Agent on or prior to the Second Amendment Effective Date, any Continuing Tranche B Term Loan Lender may elect to make all of such Lender’s Replacement Tranche B Term Loan requested by the Borrowers to be made on the Second Amendment Effective Date by converting all of the outstanding principal amount of the Original Tranche B Term Loans held by such Lender into Replacement Tranche B Term Loans in a principal amount equal to such Lender’s portion the amount of the Equipment Term Loan Commitment as listed on Schedule 2.01 loans so converted (each such loan, together with the Existing Term Loan, and the Additional Term Loaneach, a “Converted Original Tranche B Term Loan”). After giving effect On the Second Amendment Effective Date, the Converted Original Tranche B Term Loans shall be converted for all purposes of this Agreement into Replacement Tranche B Term Loans, and the Tranche B Administrative Agent shall record in the Register the aggregate amounts of Converted Original Tranche B Term Loans converted into Replacement Tranche B Term Loans. Any written notice to the Borrowings on each Equipment Term Loan Advance Date (i) Tranche B Administrative Agent delivered by an applicable Lender pursuant to this Section shall specify the Outstanding Amount under the Equipment Term Loan shall not exceed $5,500,000, and (ii) the aggregate Outstanding Amount amount of the Loans of any Lender shall not exceed such Lender’s Commitment as listed on Schedule 2.01. Borrower may prepay the Loans under the Equipment Replacement Tranche B Term Loan under Section 2.03, Commitment and shall repay the principal amount of the Original Tranche B Term Loans held by such Loans pursuant Lender that is to Section 2.04, but once prepaid or repaid, such be converted into Replacement Tranche B Term Loans. Converted Original Tranche B Term Loans shall not be reborrowed. Each Borrowing under the Equipment constitute Replacement Tranche B Term Loans for all purposes of this Agreement.
(c) The Tranche B Term Loan Refinancing shall bear interest at Borrower’s option based on not extinguish the Eurodollar Daily Floating Rate plus Original Tranche B Term Loans; provided that the Applicable Rate or the Eurodollar Base Rate plus the Applicable Rate, as further provided herein. Lenders’ Commitment to make Original Tranche B Term Loans under the Equipment Term Loan expires on the last day of the Equipment Term Loan Advance Period. In addition to the foregoing and in addition to the conditions precedent set out in Article IV below, Loans under the Equipment Term Loan are subject to the following limitations:
(i) no Loans under the Equipment Term Loan may will be made after expiration of the Equipment Term Loan Advance Period;
(ii) no Loan under the Equipment Term Loan may exceed 75% of the cost of the equipment purchased on or after October 1, 2010 or to be purchased refinanced with the proceeds of such Loan the Replacement Tranche B Term Loans. Nothing herein contained shall be construed as evidenced a substitution or novation of the Original Tranche B Term Loans, which shall remain outstanding after the Second Amendment Effective Date as Replacement Tranche B Term Loans. Notwithstanding any provision of this Agreement, the provisions of Sections 2.19, 2.20, 2.21 and supported by 10.5 as in effect immediately prior to the invoice Second Amendment Effective Date will continue to be effective as to all matters arising out of or purchase order in respect of purchase of such equipment as delivered any way related to Agent;facts or events existing or occurring prior to the Second Amendment Effective Date.
(iiid) no more than three (3) The aggregate principal amount of all Tranche A Term Loans, all Revolving Credit Loans, all Swing Line Loans and all Letters of Credit outstanding under the Equipment Credit Agreement on the Second Amendment Effective Date shall continue to be outstanding.
(e) Each borrowing of Term Loan may Loans shall be made in by Holdings, the Company or the Partnership or simultaneously by any calendar month; and
(iv) each Loan under of Holdings, the Equipment Term Loan Company and the Partnership and shall be the separate obligation of the Borrower making such borrowing and not of the other Borrowers; provided, however, that pursuant to the Guarantee and Pledge Agreement, Holdings and the Partnership shall guaranty each other’s Obligations and the Obligations of the Company (so that (1) Holdings and the Partnership shall, as Guarantors, be liable, subject to the limitations set forth in the Guarantee and Pledge Agreement, for each others’ Obligations and (2) Holdings and the Partnership shall also, as Guarantors, be liable, subject to the limitations set forth in the Guarantee and Pledge Agreement, for the Obligations of the Company, but the Company shall not be liable for the Obligations of Holdings or the Partnership). The Term Loans have been allocated to and shall be borrowed by each Borrower set forth below on the Closing Date in the following amounts: CMBS Bridge Loans Tranche A Term Loans Tranche B Term Loans Holdings $ 404,173,759.00 $ 3,650,000,000 $ 2,000,000,000 Partnership $ 222,247,872.30 $ 0 $ 0 Company $ 518,578,368.70 $ 0 $ 0 The Replacement Tranche B Term Loans have been allocated to and shall be borrowed by each Borrower set forth below on the Second Amendment Effective Date in the following amounts: Holdings $ 0 Partnership $ 1,995,000,000 Company $ 0 Notwithstanding anything herein to the contrary, the Partnership shall be permitted to assume all of the Term Loans made to Holdings on the Closing Date in a minimum amount of $100,000manner reasonably satisfactory to the Administrative Agent.”
Appears in 1 contract