Term Loans. Each of the Borrower and the Subsidiary Borrowers shall, jointly and severally, repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing): (i) for the ratable account of the Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and (ii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate principal amount of all Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, as applicable, outstanding on such date.
Appears in 3 contracts
Sources: Credit Agreement (West Corp), Credit Agreement (West Customer Management Group, LLC), Credit Agreement (West Corp)
Term Loans. Each of the The Borrower and the Subsidiary Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of the first such date to occur full fiscal quarter ending after the Amendment No. 2 Effective DateClosing Date through and including the fiscal quarter ending December 31, 2019, an aggregate principal amount of Initial Term Loans deemed made on the Closing Date equal to 0.25% of the aggregate principal amount of all Initial Term B-2 Loans outstanding on the Amendment No. 2 Effective Closing Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such which payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
), (ii) for on the ratable account last Business Day of each March, June, September and December, commencing with the last Business Day of the applicable Class first fiscal quarter ending after the Amendment No. 1 Effective Date, an aggregate principal amount of Initial Term Lenders, Loans deemed made on the Amendment No. 1 Effective Date equal to 0.25% of the aggregate principal amount of all Initial Term Loans outstanding on the Amendment No. 1 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for any Class of the Initial Term Loans, the aggregate principal amount of all Initial Term B-2 Loans outstanding on such date. In the event any Incremental Term Loans, Refinancing Term B-4 Loans and or Extended Term B-5 Loans are made, such Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, outstanding shall be repaid by the Borrower in the amounts and on such datethe dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.
Appears in 3 contracts
Sources: Credit Agreement (iHeartMedia, Inc.), Credit Agreement (iHeartMedia, Inc.), Credit Agreement (iHeartMedia, Inc.)
Term Loans. Each Pursuant to the applicable Prior Credit Agreements, the Lenders have each heretofore made term loans (the "Term Loans") to the Borrower each in the original principal amount of $10,000,000, the entire principal amount of which remains outstanding as of the date hereof, and as more fully provided in Section 6.3 hereof shall be deemed Term Loans made pursuant hereto. The amount of each Term Loan which each Lender so made to the Borrower is as set forth opposite such Lender's signature hereto under the heading "Term Credit Commitment" (collectively, the "Term Credit Commitments" and individually, a "Term Credit Commitment"). The Term Loan made by each Lender to the Borrower shall be evidenced by a term loan note of the Borrower (individually a "Term Loan Note" and collectively the Subsidiary Borrowers shall, jointly and severally, repay "Term Loan Notes") payable to the Administrative Agent order of such Lender in the amount of its Term Credit Commitment, with each such Term Loan Note to be in the form (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except appropriate insertions) attached hereto as specified by the Borrower in writing):
(i) for the ratable account of the Exhibit B. Each Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments Loan Note shall be reduced (with such reduction applied ratably among Term B-2 Loansdated the date of issuance thereof, Term B-4 Loans and Term B-5 Loans) be expressed to bear interest as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, 2 hereof (it being acknowledged and (B) such payments of any Class of Term Loans shall be further reduced as a result of agreed that the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
(ii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate entire principal amount of each of the Term Loans currently bears interest at a fixed rate of interest which shall continue and constitute Offered Rate Portions for all purposes hereof with Interest Periods ending June 30, 2002 in the case of the ▇▇▇▇▇▇ and B of A Term B-2 Loans, Term B-4 Loans and June 26, 2002 in the case of the NBD Bank Term B-5 Loans, Loan) and be expressed to mature in monthly principal installments as applicable, outstanding on such datetherein provided.
Appears in 2 contracts
Sources: Revolving and Term Credit Agreement (Hewitt Associates Inc), Revolving and Term Credit Agreement (Hewitt Associates Inc)
Term Loans. Each of the The Borrower and the Subsidiary Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the applicable Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, (i) on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective DateJune 25, 2022, an aggregate principal amount of Initial Dollar Term Loans incurred on the Closing Date equal to 0.25% of the aggregate principal amount of all Initial Dollar Term B-2 Loans outstanding on the Amendment No. 2 Effective Closing Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such which payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
), (ii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of the Initial Dollar Term Loans, the aggregate principal amount of all Initial Dollar Term B-2 Loans outstanding on such date and (iii) on the Maturity Date for the Initial Euro Term Loans, the aggregate principal amount of all Initial Euro Term B-4 Loans outstanding on such date. The Borrower shall repay to the Administrative Agent for the ratable account of the applicable Dollar Incremental Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with December 31, 2024, an aggregate principal amount of Dollar Incremental Term B-5 Loans incurred on the Third Amendment Effective Date equal to 0.25% of the aggregate principal amount of all Dollar Incremental Term Loans outstanding on the Third Amendment Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Dollar Incremental Term Loans, the aggregate principal amount of all Dollar Incremental Term Loans outstanding on such date. In the event that any Incremental Term Loans, Refinancing Term Loans or Extended Term Loans are made, such other Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, outstanding shall be repaid by the Borrower in the amounts and on such datethe dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.
Appears in 2 contracts
Sources: Credit Agreement (Medline Inc.), Credit Agreement (Medline Inc.)
Term Loans. Each of the The Borrower and the Subsidiary Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among Term Lenders the Borrower and the Subsidiary Borrowers ratably aggregate principal amount of all Term Loans in quarterly installments in accordance with their then outstanding Designated Amounts except the following amortization schedule (which amounts shall be reduced as specified by a result of the Borrower application of prepayments in writing):
accordance with the order of priority set forth in Section 2.06): First Loan Year 5% Second Loan Year 5% Third Loan Year 10% Fourth Loan Year 10% Fifth Loan Year 10% Total payments during each Loan Year shall equal an amount (such amount the “Loan Year Amount”) equal to (i) for the ratable account applicable percentage listed above across from such Loan Year multiplied by (ii) the original principal amount of Term Loans drawn on the Term Loan Draw Date. Each quarterly payment due and payable during each Loan Year (except with regard to the Fifth Loan Year) shall equal one-fourth (1/4) of the Term Lenders holding Term B-2 Loans, Term B-4 Loans Loan Year Amount for such Loan Year and Term B-5 Loans, shall be due and payable quarterly on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Term Loan Draw Date, an aggregate amount equal and in any event at least thirty (30) days after the Term Loan Draw Date. With respect to 0.25% the Fifth Loan Year, (x) each quarterly payment due and payable during such Fifth Loan Year shall consist of one-fourth (1/4) of the aggregate amount of all Term B-2 Loans outstanding Loan Year Amount for the Fifth Loan Year and shall be due and payable on the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); providedlast Business Day of March, that (A) June, September or December of such payments shall be reduced (with such reduction applied ratably among Term B-2 LoansLoan Year, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05applicable, and (By) such payments the final principal payment of any Class of the Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
(ii) for the ratable account of the applicable Class of Term Lenders, due and payable on the Maturity Date for any Class of Term Loans, and shall be in an amount equal to the aggregate principal amount of all Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, as applicable, outstanding on such date.
Appears in 2 contracts
Sources: Credit Agreement (Meredith Corp), Credit Agreement (Meredith Corp)
Term Loans. Each of the (i) The Term Borrower and the Subsidiary Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
Tranche B-1 Term Lenders (i) for the ratable account of the Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur full quarter after the Amendment No. 2 Effective Closing Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Initial Tranche B-1 Term B-2 Loans outstanding on the Amendment No. 2 Effective Closing Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments which amounts shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
) and (ii) for the ratable account of on the applicable Class of Term Lenders, on the Maturity Date for any Class of the Initial Tranche B-1 Term Loans, the aggregate principal amount of all Initial Tranche B-1 Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, as applicable, outstanding on such date, in each case, unless accelerated sooner pursuant to Section 8.02.
(ii) The Term Borrower shall repay to the Tranche B-2 Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with the first full quarter after the Closing Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Initial Tranche B-2 Term Loans outstanding on the Closing Date (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the applicable Maturity Date for the Initial Tranche B-2 Term Loans, the aggregate principal amount of all Initial Tranche B-2 Term Loans outstanding on such date, in each case, unless accelerated sooner pursuant to Section 8.02.
(iii) In the event that any Refinancing Term Loans or Extended Term Loans are made, such Refinancing Term Loans or Extended Term Loans shall be repaid by the Term Borrower in the amounts and in the dates set forth in the Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.
(iv) If any principal repayment installment to be made by the Term Borrower (other than principal repayment installments on Eurocurrency Rate Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and if any principal repayment installment to be made by the Term Borrower on a Eurocurrency Rate Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.
Appears in 2 contracts
Sources: Credit Agreement (C&J Energy Services Ltd.), Credit Agreement (C&J Energy Services Ltd.)
Term Loans. Each of the Borrower and the Subsidiary Borrowers shall, jointly and severally, The Company shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the applicable Term Lenders holding Lenders, (i) with respect to the Initial Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur full fiscal quarter after the Amendment No. 2 Effective Closing Date until the fiscal quarter ending prior to the seventh anniversary of the Closing Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Initial Term B-2 Loans outstanding on the Amendment No. 2 Effective Closing Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such which payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
) and (ii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of the Initial Term Loans, the aggregate principal amount of all Initial Term B-2 Loans outstanding on such date. The Company shall repay to the Administrative Agent for the ratable account of the applicable Term Lenders, (i) with respect to the Amendment No. 4 Term Loans, on the last Business Day of each March, June, September and December, commencing with the first full fiscal quarter after the Amendment No. 4 Effective Date until the fiscal quarter ending prior to the seventh anniversary of the Amendment No. 4 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Amendment No. 4 Term B-4 Loans outstanding on the Amendment No. 4 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Amendment No. 4 Term B-5 Loans, the aggregate principal amount of all Amendment No. 4 Term Loans outstanding on such date. In the event any Incremental Term Loans, Refinancing Term Loans or Extended Term Loans are made, such Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, outstanding shall be repaid by the Company in the amounts and on such datethe dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.
Appears in 2 contracts
Sources: Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.)
Term Loans. Each of the Borrower and the Subsidiary Borrowers shall, jointly and severally, repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders holding Term B-2 LoansCommencing on October 1, Term B-4 Loans 2012 and Term B-5 Loans, continuing on the last Business Day of each March, June, September and DecemberDecember thereafter, commencing with the first such date Borrower shall repay to occur after the Amendment No. 2 Effective Date, an Lender the aggregate outstanding principal amount equal to 0.25% of the Term Loans advanced as the Tender Offer Term Borrowing, in equal quarterly installments, in an amount sufficient to fully amortize the aggregate principal amount of all such Term B-2 Loans outstanding on the Amendment No. 2 Effective Date over a period of five (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that 5) years (A) such payments which amounts shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and2.04), unless accelerated sooner pursuant to Section 8.02.
(ii) Commencing on the last Business Day of the fiscal quarter in which the aggregate principal amount of the Term Loans advanced as Delayed Draw Term Borrowings first equals or exceeds $5,000,000, and continuing on the last Business Day of each March, June, September and December thereafter, the Borrower shall repay to the Lender the aggregate outstanding principal amount of the Term Loans advanced as Delayed Draw Term Borrowings, in equal quarterly installments, in an amount sufficient to fully amortize the aggregate principal amount of such Term Loans then outstanding over a period of five (5) years (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.04), unless accelerated sooner pursuant to Section 8.02; provided, however, for the ratable account sake of clarity, that each time the Lender advances any additional Term Loans after the date that quarterly installment payments commence under this clause (ii), then the amount of the applicable Class equal quarterly installments due under this clause (ii) shall in each instance be increased by an amount sufficient to fully amortize the aggregate principal amount of such additional Term LendersLoans over a period of five (5) years.
(iii) Notwithstanding anything to the contrary herein, the final principal repayment installment of the Term Loans shall be repaid on the Maturity Date for the Term Facility and in any Class of Term Loans, event shall be in an amount equal to the aggregate entire principal amount of all the Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, as applicable, outstanding on such date.
Appears in 2 contracts
Sources: Credit Agreement (Hackett Group, Inc.), Credit Agreement (Hackett Group, Inc.)
Term Loans. Each of the Borrower and the Subsidiary The Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Appropriate Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, (A) on the last Business Day of each March, June, September and December, commencing with the first such date to occur full fiscal quarter after the Amendment No. 2 Effective Closing Date, an aggregate principal amount equal to the sum of (i) 0.25% of the aggregate principal amount of all Initial Term B-2 Loans outstanding on the Amendment No. 2 Effective Date Closing Date, and (including any ii) 0.25% of the aggregate principal amount of all funded Delayed Draw Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such which payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
Sections 2.05 or 10.07 (ii) including pursuant to Dutch auctions or open market purchases, but for the ratable account avoidance of doubt without a reduction in the outstanding principal amount of any Loans not prepaid pursuant to such Dutch auction or open market purchase, as applicable)), (B) on the last Business Day of each March, June, September and December, commencing with the first full fiscal quarter after the First Amendment Effective Date, an aggregate principal amount equal to 0.25% of the applicable Class aggregate principal amount of all First Amendment Term LendersLoans outstanding on the First Amendment Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 or 10.07 (including pursuant to Dutch auctions or open market purchases, but for the avoidance of doubt without a reduction in the outstanding principal amount of any Loans not prepaid pursuant to such Dutch auction or open market purchase, as applicable)) and (C) on the Maturity Date for any Class of the Initial Term Loans, the Delayed Draw Term Loans and the First Amendment Term Loans, the aggregate principal amount of all Initial Term B-2 Loans, the Delayed Draw Term B-4 Loans and the First Amendment Term B-5 Loans, as applicable, Loans outstanding on such date.
Appears in 2 contracts
Sources: Credit Agreement (Redwire Corp), Credit Agreement (Redwire Corp)
Term Loans. Each of the Borrower and the Subsidiary Borrowers shall, jointly and severally, repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders holding Term B-2 LoansCommencing on December 31, Term B-4 Loans 2013 and Term B-5 Loans, continuing on the last Business Day of each March, June, September and DecemberDecember thereafter, commencing with until the first such date Maturity Date for the Term Facility, the Borrower shall repay to occur after the Amendment No. 2 Effective Date, an Lender the aggregate outstanding principal amount equal to 0.25% of the (i) 2012 Term Loan and (ii) the Term Loan advanced as the Tender Offer Term Borrowing in equal quarterly installments in an amount sufficient to fully amortize the aggregate principal amount of all such Term B-2 Loans outstanding on over a period of five (5) years (but in no event shall any quarterly installment be less than the Amendment No. 2 Effective Date (including any Term B-2 Loans amount that were extended and converted into Term B-4 Loans on would have been due under the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective DateOriginal Credit Agreement); provided, that (A) such payments which amount shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and2.04, unless accelerated sooner pursuant to Section 8.02.
(ii) Commencing on the last Business Day of the fiscal quarter in which the aggregate principal amount of the Term Loans advanced as Delayed Draw Term Borrowings first equals or exceeds $5,000,000, and continuing on the last Business Day of each March, June, September and December thereafter, the Borrower shall repay to the Lender the aggregate outstanding principal amount of the Term Loans advanced as Delayed Draw Term Borrowings, in equal quarterly installments, in an amount sufficient to fully amortize the aggregate principal amount of such Term Loans then outstanding over a period of five (5) years (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.04), unless accelerated sooner pursuant to Section 8.02; provided, however, for the ratable account sake of clarity, that each time the Lender advances any additional Term Loans after the date that quarterly installment payments commence under this clause (ii), then the amount of the applicable Class equal quarterly installments due under this clause (ii) shall in each instance be increased by an amount sufficient to fully amortize the aggregate principal amount of such additional Term LendersLoans over a period of five (5) years.
(iii) Notwithstanding anything to the contrary herein, the final principal repayment installment of the Term Loans shall be repaid on the Maturity Date for the Term Facility and in any Class of Term Loans, event shall be in an amount equal to the aggregate entire principal amount of all the Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, as applicable, outstanding on such date.
Appears in 2 contracts
Sources: Credit Agreement (Hackett Group, Inc.), Credit Agreement (Hackett Group, Inc.)
Term Loans. Each of the The Borrower and the Subsidiary Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Appropriate Lenders (a) (x) with respect to the Closing Date Term Lenders holding Term B-2 Loans, (A) prior to the Amendment No. 2 Effective Date, on the last Business Day of each March, June, September and December, commencing with December 31, 2019, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Closing Date Term B-4 Loans outstanding on the Closing Date and (B) after the Amendment No. 2 Effective Date (after giving effect to the borrowing of the 2021 Incremental Term B-5 Loans pursuant to Amendment No. 2), on the last Business Day of each March, June, September and December, commencing with March 31, 2021, an aggregate principal amount equal to $759,968.35 and (y) with respect to the 2020 Incremental Term Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective DateJune 30, 2020, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all 2020 Incremental Term B-2 Loans outstanding on the Amendment No. 2 1 Effective Date (including any after giving effect to the 2020 Incremental Term B-2 Loans that were extended and converted into Term B-4 Loans on the pursuant to Amendment No. 5 Effective Date 1) (which payments, in the case of each of clauses (x) and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date(y); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
) and (iib) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of the Closing Date Term Loans and 2020 Incremental Term Loans, the aggregate principal amount of all Closing Date Term B-2 Loans and 2020 Incremental Term Loans, Term B-4 Loans and Term B-5 Loans, as applicablerespectively, outstanding on such date. In connection with any Incremental Term Loans that constitute part of the same Class as any existing Class of Term Loans, the Borrower and the Administrative Agent shall be permitted to adjust the rate of prepayment in respect of such Class such that the Term Lenders holding Term Loans comprising part of such Class continue to receive a payment that is not less than the same Dollar amount that such Term Lenders would have received absent the incurrence of such Incremental Term Loans; provided, that if such Incremental Term Loans are to be “fungible” with any existing Class of Term Loans, notwithstanding any other conditions specified in this Section 2.07(1), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Administrative Agent to provide that the Incremental Term Loans will be (or will be deemed to be) “fungible” with the applicable existing Class of Term Loans.
Appears in 1 contract
Sources: First Lien Credit Agreement (Convey Holding Parent, Inc.)
Term Loans. Each of the Borrower and the Subsidiary Borrowers shall, jointly and severally, repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05;
(ii) for the ratable account of the Term B-6 Lenders, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the First Amendment Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-6 Loans outstanding on the First Amendment Effective Date; provided that such payments of Term B-6 Loans shall be reduced as a result of the application of prepayments of Term B-6 Loans made after the First Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05; and
(iii) (ii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate principal amount of all Term B-2 Loans, Term B-4 Loans, Term B-5 Loans and Term B-5 B-56 Loans, as applicable, outstanding on such date.
Appears in 1 contract
Sources: Credit Agreement (West Corp)
Term Loans. Each of the The Borrower and the Subsidiary Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders holding Lenders, (i) with respect to Series B-2 Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective DateJune 30, 2019, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Series B-2 Term B-2 Loans outstanding on the Amendment No. 2 6 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such which payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), (ii) with respect to Series B-3 Term Loans, on the last Business Day of each March, June, September and December, commencing with March 31, 2024, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Series B-3 Term Loans made after outstanding on the Amendment No. 2 10 Effective Date and on or prior to (which payments shall be reduced as a result of the Restatement Date application of prepayments in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments including, but not limited to, as a result of any Class prepayments of Term Loans (including Series B-2 Term Loans) prior to the Amendment No. 10 Effective Date), (iii) with respect to Series B-4 Term Loans, on the last Business Day of each March, June, September and December, commencing with March 31June 30, 2024, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Series B-4 Term Loans (including, for the avoidance of doubt, all Incremental Series B-4 Term Loans and the Incremental Amended Series B-4 Term Loans) outstanding on the Amendment No. 1011 Effective Date (which payments shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
, including, but not limited to, as a result of any prepayments of Term Loans (iiincluding Series B-2 Term Loans and Series B-3 Term Loans) for prior to the ratable account of Amendment No. 1011 Effective Date) and (iv) on the applicable Class of Term Lenders, on the Maturity Date for any Class of the Series B-2 Term Loans, the Series B-3 Term Loans and the Series B-4 Term Loans, the aggregate principal amount of all Series B-2 Term B-2 Loans, Series B-3 Term B-4 Loans and Series B-4 Term B-5 Loans, respectively, outstanding on such date. In the event any Incremental Term Loans, Refinancing Term Loans or Extended Term Loans are made, such Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, outstanding shall be repaid by the Borrower in the amounts and on such datethe dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.
Appears in 1 contract
Term Loans. Each of the Borrower and the Subsidiary Borrowers shall, jointly and severally, repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Tranche B-2 Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 LoansLoan Lender ---------------------- severally agrees, on the last Business Day terms and conditions of each Marchthis Agreement, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior make term loans to the Restatement Borrowers in Dollars from and including the Iowa Acquisition Consummation Date to and including the Term Loan Commitment Expiration Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
(ii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the an aggregate principal amount up to but not exceeding the amount of all the Tranche B-2 Term Loan Commitment of such Lender. Subject to the terms and conditions of this Agreement, during such period the Borrowers may borrow the Tranche B-2 Term Loan Commitments by means of Base Rate Loans and Eurodollar Loans, and thereafter the Borrowers may Convert Tranche B-2 Term B-4 Loans and of one Type into Tranche B-2 Term B-5 LoansLoans of another Type (as provided in Section 2.09 hereof) or Continue Tranche B-2 Term Loans of one Type as Tranche B-2 Term Loans of the same Type (as provided in Section 2.09 hereof). Amounts prepaid or repaid in respect of Tranche B-2 Term Loans may not be reborrowed. Proceeds of Tranche B-2 Term Loans hereunder shall be available for any use permitted under the first sentence of Section 8.17(b) hereof. Anything herein to the contrary notwithstanding, except as provided in Section 2.01(g) hereof, the Tranche B-2 Term Loan Commitments will become available on the Iowa Acquisition Consummation Date but only so long as the same shall occur on or before the date sixty days after the date hereof (it being understood that, as applicableprovided in Section 2.04(c) hereof, outstanding the Tranche B-2 Term Loan Commitments shall be automatically terminated on such said date if they are not fully drawn on or before said date).
Appears in 1 contract
Term Loans. Each In the case of the Borrower and the Subsidiary Borrowers shallTerm Loans, jointly and severally, repay to the Administrative ----------- Agent not later than 9:00 A.M. (with any such payments to be allocated among California time) on the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account day of the Term Lenders holding Term B-2 requested borrowing in the case of Base Rate Loans, Term B-4 Loans and Term B-5 Loans, on the last third Business Day of each March, June, September and December, commencing with prior to the first such date to occur after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% day of the aggregate amount requested borrowing in the case of all Term B-2 Loans outstanding on the Amendment NoEurodollar Loans. 2 Effective Date (including any Term B-2 Loans that were extended Each such request for borrowing shall be irrevocable and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that shall specify (A) such payments shall be reduced (with such reduction applied ratably among that a Term B-2 LoansLoan advance is requested and the respective tranche thereof, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
(ii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate principal amount to be borrowed, and (C) whether the borrowing shall be comprised of all Term B-2 Base Rate Loans, Eurodollar Loans or a combination thereof, and if Eurodollar Loans are requested, the Interest Period(s) therefor. A form of Loan Request is attached as Exhibit A-l. The ----------- Administrative Agent shall give notice to each Bank holding a Commitment for the requested Term B-4 Loan promptly upon receipt of each Loan Request pursuant to this Section 2.2(a)(iii), the contents thereof and each such Bank's share of any borrowing to be made pursuant thereto.
1.4 The first sentence of Section 2.2(d) is amended and restated in its entirety to read as follows: In connection with any request for a Loan, (i) Revolving Loans may be comprised of no more than ten (10) Eurodollar Loans outstanding at any time, (ii) the Tranche A Term Loan shall be comprised of no more than four (4) Eurodollar Loans outstanding at any time, and (iii) the Tranche B Term B-5 Loans, Loan shall be comprised of no more than four (4) Eurodollar Loans outstanding at any time.
1.5 Section 2.4(b) is amended and restated in its entirety to read as applicable, outstanding on such date.follows:
Appears in 1 contract
Term Loans. Each Section 2.2 of the Borrower Loan Agreement is hereby amended in its entirety to read as follows:
(a) Subject to the terms and conditions of this Agreement, on the Subsidiary Borrowers shallClosing Date each Lender with a Term Loan A Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, repay the "Term Loan A") to Borrowers in an amount equal to such Lender's Pro Rata Share of the Maximum Term Loan A Amount. It is understood and agreed that the principal of Term Loan A outstanding on the Third Amendment Effective Date shall remain outstanding and shall not be deemed to be repaid or refinanced on the Third Amendment Effective Date.
(b) Subject to the Administrative Agent terms and conditions of this Agreement, on the Third Amendment Effective Date each Lender with a Term Loan B Commitment agrees (with any severally, not jointly or jointly and severally) to make term loans (collectively, the "Term Loan B") to Borrowers in an amount equal to such payments to be allocated among Lender's Pro Rata Share of the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):Maximum Term Loan B Amount.
(ic) for The Term Loan A shall be repaid in equal monthly installments of $350,000 of principal, payable on the ratable account first day of each month, commencing on August 1, 2001, until the Term Loan A is repaid in full; provided, however, that the last such installment shall be in the amount necessary to repay in full the unpaid principal amount of the Term Lenders holding Loan A.
(d) The Term B-2 LoansLoan B shall be repaid in equal monthly installments of $192,500.00 of principal, Term B-4 Loans and Term B-5 Loans, payable on the last Business Day first day of each Marchmonth, Junecommencing on May 1, September and December2003, until the Term Loan B is repaid in full; provided, however, that the last such installment shall be in the amount necessary to repay in full the unpaid principal amount of the Term Loan B.
(e) Within ten (10) days of delivery to the Agent of each set of unaudited quarterly financial statements pursuant to Section 6.3(a), commencing with the first delivery to the Agent of the financial statements for the fiscal quarter of the Parent ended July 31, 2001 or, if such financial statements are not delivered to the Agent on the date such statements are required to occur be delivered pursuant to Section 6.3(a), ten (10) days after the Amendment No. 2 Effective Datedate such statements are required to be delivered to the Agent pursuant to Section 6.3(a), the Borrowers shall prepay the outstanding principal of the Term Loan in an aggregate amount equal to 0.2550% of the aggregate amount Excess Cash Flow of all the Borrowers for such fiscal quarter, such prepayments to be applied, first, against the remaining installments of principal of the Term B-2 Loans outstanding Loan A in the inverse order of maturity until paid in full and, second, against the remaining installments of principal of the Term Loan B in the inverse order of maturity until paid in full. Each such prepayment of the Term Loan shall be accompanied by the payment of accrued interest to the date of such prepayment on the Amendment No. 2 Effective Date amount prepaid.
(including f) If any Term B-2 Loans audit by the Parent's independent accountants or any other subsequent event or events shall demonstrate that were extended the Excess Cash Flow set forth in any quarterly financial statements was inaccurate and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Borrowers did not prepay the Term Loans made after Loan by the Amendment No. 2 Effective Date and on or prior appropriate amount, the Borrowers will pay to the Restatement Date in accordance Agent immediately on demand the excess of (i) the amount of principal that should have been prepaid with the applicable order of priority set forth in Section 2.05respect to such fiscal quarter, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
over (ii) for the ratable account amount of principal that was prepaid with respect to such fiscal quarter.
(g) Within three Business Days after the Parent's receipt of a tax refund of approximately $1,500,000 from the United States Treasury, the Borrowers shall prepay the outstanding principal of the applicable Class Term Loan in an amount equal to $1,000,000, such prepayment to be applied, first, against the remaining installments of principal of the Term LendersLoan A in the inverse order of maturity until paid in full and, second, against the remaining installments of principal of the Term Loan B in the inverse order of maturity until paid in full. Each such prepayment of the Term Loan shall be accompanied by the payment of accrued interest to the date of such prepayment on the Maturity Date for any Class of amount prepaid.
(h) No amount paid or prepaid with respect to the Term Loans, the aggregate principal amount of all Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, as applicable, outstanding on such dateLoan may be reborrowed."
Appears in 1 contract
Sources: Loan and Security Agreement (SCB Computer Technology Inc)
Term Loans. Each (a) Subject to the provisions of the Borrower this Section 2.2 and Article III hereof and the Subsidiary Borrowers shall, jointly other terms and severally, repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably conditions set forth in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):this Agreement
(i) for the ratable account of the Lender agrees to make Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, to Borrowers at Administrative Borrower’s request on the last Business Day of each March, June, September and December, commencing with the first such any date to occur occurring on or after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Closing Date and on or prior to the Restatement Date July 1, 2024, in such amount as Borrowers may request in accordance with Section 2.7 hereof;
(ii) The Term Loan Facility is not a revolving credit facility and any portion of a Term Loan that is repaid or prepaid may not be reborrowed;
(iii) On the applicable order date on which each Term Loan shall be made to Borrowers, the Term Loan Commitment shall be automatically and permanently reduced on such date by an amount equal to the aggregate original principal amount of priority set forth in Section 2.05such Term Loan;
(iv) Any portion of the Term Loan Commitment that has not been funded by Lender to Borrowers shall expire and be terminated upon the earlier to occur of (i) 5:00 p.m. Pacific time on July 1, 2024 and (Bii) such payments of any Class of the Term Loans shall be further reduced as a result of the application of prepayments of such Class Loan Maturity Date.
(b) The aggregate principal amount of Term Loans made after hereunder shall not exceed the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; andMaximum Term Amount.
(iic) for Subject to Section 2.2(b) hereof, each Borrowing under the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate Loan Facility shall be in a minimum principal amount of all Term B-2 Loans$500,000 and, Term B-4 Loans and Term B-5 Loansthereafter, as applicablein integral multiples of $100,000, outstanding on unless such dateBorrowing is being made to pay any interest, fees, or expenses then due hereunder, in which case such Borrowing may be in the amount of such interest, fees, or expenses.
Appears in 1 contract
Sources: Credit Agreement (Silvercrest Asset Management Group Inc.)
Term Loans. Each of the Borrower and the Subsidiary The Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
for (i) for the ratable account of the Term Lenders holding each Class of Term B-2 Loans, Term B-4 B-3 Loans and Term B-5 Loans, in Dollars (A) on the last Business Day of each March, June, September and December, commencing with the first second such date to occur after the Amendment No. 2 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all the Term B-2 B-3 Loans outstanding funded or converted on the Amendment No. 2 Effective Date; provided, that, such amount shall be increased on the Incremental Amendment No. 1 Effective Date in the same proportion as (x) the aggregate principal amount of the Term B-3 Loans (including any Initial Term B-2 B-3 Loans that were extended and converted into Additional Term B-4 B-3 Loans) outstanding immediately following the funding of the Additional Incremental Term B-3 Loans on the Incremental Amendment No. 5 1 Effective Date and any bears to (y) the amount of the Term B-2 B-3 Loans that were extended and converted into outstanding immediately prior to the funding of the Additional Incremental Term B-5 B-3 Loans on the Restatement Incremental Amendment No. 1 Effective Date); provided, further that (A) such payments amount shall be reduced increased on the Incremental Amendment No. 2 Effective Date in the same proportion as (with such reduction applied ratably among I) the aggregate principal amount of the Term B-2 B-3 Loans (including the Initial Term B-3 Loans, the Additional Term B-4 B-3 Loans, the Additional Incremental Term B-3 Loans and the Second Additional Term B-5 B -3 Loans) as a result outstanding immediately following the funding of the application Second Additional Term B-3 Loans on the Incremental Amendment No. 2 Effective Date bears to (II) the amount of prepayments the Term B-3 Loans outstanding immediately prior to the funding of the Second Additional Term B-3 Loans made after on the Incremental Amendment No. 2 Effective Date and (B) on or prior to the Restatement Maturity Date for the Term B-3 Loans, the aggregate principal amount of all Term B-3 Loans outstanding on such date and (ii) for the ratable account of the Term Lenders holding each class of Term A Loans in accordance Dollars (i) on the last Business Date of each March, June, September and December, (A) commencing with the applicable order last Business Day of priority set forth in Section 2.05March 2020 until the third anniversary of the Incremental Amendment No. 4 Closing Date, an aggregate principal amount equal to 0.625% of the aggregate principal of Term A Loans funded on the Incremental Amendment No. 4 Closing Date and (B) such payments thereafter, an aggregate principal amount equal to 1.25% of any Class the aggregate principal of Term A Loans funded on the Incremental Amendment No. 4 Closing Date and (ii) on the Maturity Date for the Term A Loans, the aggregate principal amount of all Term A Loans outstanding on such date; provided that payments required by Sections 2.07(a)(i)(A) and 2.07(a)(ii)(A) above shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
(ii) for . In the ratable account of the applicable Class of event any Incremental Term LendersLoans or Extended Term Loans are made, on the Maturity Date for any Class of such Incremental Term Loans, the aggregate principal amount of all Loans or Extended Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, as applicable, outstanding shall be repaid by the Borrowers in the amounts and on such datethe dates set forth in the definitive documentation with respect thereto and on the applicable Maturity Date thereof.”
Appears in 1 contract
Sources: Credit Agreement (Restaurant Brands International Limited Partnership)
Term Loans. Each The Parent Borrower (and, in the case of the Borrower and Tranche B Term Loans, the Subsidiary Co-Borrowers shall, jointly on a joint and severally, several basis) shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders holding Term B-2 Loanson the dates set forth on Annex I to the Existing Credit Agreement, Term B-4 Loans and Term B-5 Loansor if any such date is not a Business Day, on the last immediately preceding Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective DateDay, an aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term Loans and the Delayed Draw 2 Term Loans equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding set forth on Annex I to the Amendment No. 2 Effective Date Existing Credit Agreement for such date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such which payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
(ii) for ), together in each case with accrued and unpaid interest on the ratable account principal amount to be paid to but excluding the date of such payment, and on the applicable Class of Term LendersMaturity Date, on the Maturity Date for any Class of Term Loans, (i) the aggregate principal amount of all Tranche A Term B-2 LoansLoans outstanding on such date, (ii) the aggregate principal amount of all Tranche B Term B-4 Loans outstanding on such date, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Tranche D Term Loans outstanding on such date, (v) the aggregate principal amount of all Tranche E Term Loans outstanding on such date (vi) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (vvii) the aggregate principal amount of all Delayed Draw 2 Term B-5 Loans, as applicable, Loans outstanding on such date.
Appears in 1 contract
Sources: Credit Agreement (Clear Channel Communications Inc)
Term Loans. Each (a) The Series A Term Loan and the Series B Term Loan outstanding on the date hereof under the Existing Loan Agreement after giving effect to the Prepayment Transactions shall constitute the "Term Loans" for purposes of this Agreement. The promissory notes evidencing the Term Loans shall be referred to herein as the "Term Notes."
(b) The principal amount of the Borrower Term Loans shall be payable in installments, together with accrued and unpaid interest thereon, on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 1999 and ending on December 31, 2001, as follows: Quarterly Payment Dates Amount Per Payment ----------------------- ------------------ March 31 through December 31, 1999 $ 2,000,000 March 31 through December 31, 2000 $10,000,000 March 31 through December 31, 2001 $13,750,000 ; PROVIDED, HOWEVER, that in any event the Subsidiary Borrowers shalloutstanding principal amount of the Term Loans shall be payable, jointly together with accrued and severallyunpaid interest thereon, repay no later than the Maturity Date.
(c) Not later than 10:00 A.M. on the second Business Day prior to the Administrative end of any Interest Period for each portion of a Term Loan consisting of a LIBOR Advance, Borrower shall deliver to Agent a notice in substantially the form of Exhibit A-1 hereto (with any a "Notice of Term Loan Conversion") electing to convert such payments LIBOR Advance into an Index Rate Advance or into a LIBOR Advance (or part into an Index Rate Advance and part into a LIBOR Advance), in each case effective at the end of the Interest Period for such Advance. Each such Notice of Term Advance or Conversion shall be in writing or by telephone to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified Agent's Account Executive, ▇▇▇-▇▇▇-▇▇▇▇, telex, telecopy or cable, if by the Borrower telephone confirmed immediately in writing):
, specifying therein (consistent with this Agreement), inter alia, (i) for the ratable account of the Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% of the aggregate amount and Type of all Term B-2 Loans outstanding on Advance which is to be converted and the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result last day of the application current Interest Period for such Advance, (ii) the Type or Types of prepayments Advance into which such Advance is to be converted and the amount of each such Type and (iii) the Interest Period for each Advance which is to be a LIBOR Advance. If Borrower shall fail to provide a Notice of Term Loans made after the Amendment No. 2 Effective Date and Advance or Conversion on or prior to 10:00 A.M. on the Restatement Date second Business Day prior to the end of the Interest Period in accordance with respect of any LIBOR Advance, such Advance shall automatically convert into an Index Rate Advance on the applicable order day following the last day of priority set forth such Interest Period.
(d) Borrower shall be entitled to convert any portion of a Term Loan consisting of an Index Rate Advance into a LIBOR Advance by delivery to Agent, not later than 10:00 A.M. on the second Business Day prior to the date such conversion is to occur, of a Notice of Term Advance or Conversion in Section 2.05the manner, and (Bcontaining the relevant information indicated in, Section 2.2(c) hereof; provided, however, that no such payments of conversion shall occur or be effective on any Class of Term Loans shall be further reduced as date which is not a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
(ii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate principal amount of all Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, as applicable, outstanding on such dateBusiness Day.
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Term Loans. Each of the Borrower and the Subsidiary Borrowers shall, jointly and severally, repay Subject to the Administrative Agent satisfaction (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably or waiver in accordance with their then outstanding Designated Amounts except as specified by Section 10.02) of, (i) with respect to any borrowing of the Term Loan on the Closing Date, the Acquisition Funding Conditions and (ii) with respect to any borrowing of the Term Loan after the Closing Date, the conditions set forth in Section 5.03, the Lenders, pursuant to the Term Loan Commitments (and in an aggregate amount not to exceed its Term Loan Commitment), shall make Term Loans to the Borrower in writing):
Dollars in up to three drawings during the Delayed Draw Availability Period; provided that, it is understood and agreed that (i) for the ratable account amount of Term Loans that may be drawn in any single drawing shall not be less than $10,000,000, increased by increments of $1,000,000 (or otherwise, (x) in the case of a drawing on the Closing Date, an amount constituting the remainder of the Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on Loan Commitments remaining or (y) in the last Business Day case of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments drawing of Term Loans made after the Amendment NoClosing Date, the lesser of (I) the amount of Term Loan Commitments outstanding and (II) the Remaining Post-Closing Amount) and (ii) any drawing of Term Loans after the Closing Date shall not exceed the Remaining Post-Closing Amount as calculated on the date of such drawing. 2 Effective Date and on or prior to The Borrower shall notify the Restatement Date Administrative Agent, in accordance with the applicable order notice provisions of priority set forth in Section 2.052.02 hereof, whether the Advances will be comprised of Base Rate Advances or Term SOFR Advances, or a combination thereof. The Term Loan may be a mixture of Base Rate Advances and (B) such payments Term SOFR Advances. Once the Term Loan is made, any portion of any Class the Term Loan repaid may not be re-borrowed. The obligations of the Lenders hereunder to make the Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
(ii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate principal amount of all Term B-2 Loans, Term B-4 Loans are several and Term B-5 Loans, as applicable, outstanding on such datenot joint.
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Term Loans. Each of the The Borrower and the Subsidiary Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term B-1 Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, (i) on the last Business Day of each March, June, September and December, commencing with the first such date to occur full fiscal quarter after the Amendment No. 2 5 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Term B-1 Loans outstanding on the Amendment No. 5 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Term B-1 Loans, the aggregate principal amount of all Term B-1 Loans outstanding on such date. The Borrower shall repay to the Administrative Agent for the ratable account of the Term B-2 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the first full fiscal quarter after the Amendment No. 7 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Term B-2 Loans outstanding on the Amendment No. 2 7 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such which payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
) and (ii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of the Term B-2 Loans, the aggregate principal amount of all Term B-2 Loans outstanding on such date. In the event that any Incremental Term Loans, Refinancing Term B-4 Loans and or Extended Term B-5 Loans are made, such other Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, outstanding shall be repaid by the Borrower in the amounts and on such datethe dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.
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Sources: Amendment No. 7 to the Amended and Restated Credit Agreement (Summit Materials, LLC)
Term Loans. Each (a) Upon the terms and conditions set forth in this Agreement, each Bank agrees to renew, modify and extend the loans made by it to the Company pursuant to the Prior Amended and Restated Loan Agreement and to convert $40,000,000 of such loans to principal outstanding under a term facility (the "Term Loans"). After giving effect to the foregoing, each Bank's Term Loan shall be evidenced by a Term Loan Note, payable to the order of such Bank in installments and bearing interest payable (except as otherwise provided in Article 3) on each Interest Payment Date and on the date when such Term Loan is paid in full at the rate or rates set forth in Section 2.04. The conversion of the Borrower and indebtedness due to each Bank under the Subsidiary Borrowers shall, jointly and severally, repay loans made to the Administrative Agent (with any such payments Company pursuant to be allocated among the Borrower Prior Amended and Restated Loan Agreement into the Subsidiary Borrowers ratably Term Loans under the terms of this Agreement, shall not effect a novation of, but shall be, to the fullest extent applicable, in accordance with their then outstanding Designated Amounts except as specified modification, renewal, extension, rearrangement and replacement of, the loans made by the Borrower Banks to the Company pursuant to the Prior Amended and Restated Loan Agreement.
(b) The aggregate principal amount of the Term Loans shall be payable in writing):
quarterly installments each in an amount equal to (i) for the ratable account of the Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or quarterly installments prior to October 31, 2003 (the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05"Termination Date"), $1,000,000 and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
(ii) for the ratable account of the applicable Class of Term Lenders, quarterly installment due on the Maturity Date for any Class Termination Date, $14,000,000, which quarterly installments shall be payable on the last day of Term Loanseach January, April, July and October of each year, commencing April 30, 1997 and ending on the first such date on which the aggregate unpaid principal amount of all the Term B-2 LoansLoans shall be paid in full by reason of quarterly installments paid as aforesaid and any prepayments made pursuant to Article 3 or otherwise (but in any event no later than the Termination Date).
(c) Each Bank shall post on a schedule attached to its Term Loan Note or in records relating to its Term Loan Note (i) the rate of interest such Term Loan will bear and (ii) each payment of principal and interest thereon; provided, however, that neither the failure to make any such postings nor any inaccuracy therein shall affect the Company's obligations under any Term B-4 Loans and Term B-5 Loans, as applicable, outstanding Loan Note or this Agreement. The information set forth on such dateschedule shall be rebuttably presumptive evidence of the matters described in the immediately preceding sentence.
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Term Loans. Each of the The Borrower and the Subsidiary Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders holding Lenders, (i) with respect to Series B-1 Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur full quarter after the Amendment No. 2 Effective Closing Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all InitialSeries B-1 Term B-2 Loans outstanding on the Amendment No. 2 Effective Closing Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such which payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
), and (ii) for on the ratable account it being understood that as of the applicable Class Amendment No.1 Effective Date, as a result of the application of prepayments prior to such date, the amount of repayments required by this clause (i) shall be zero), (ii) with respect to Series B-2 Term LendersLoans, on the last Business Day of each March, June, September and December, commencing with September 30, 2016, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Series B-2 Term Loans outstanding on the Amendment No. 1 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (iii) on the applicable Maturity Date for any Class of the InitialSeries B-1 Term Loans and the Series B-2 Term Loans, the aggregate principal amount of all InitialSeries B-1 Term Loans and Series B-2 Term Loans, respectively, outstanding on such date. In the event any Incremental Term B-4 Loans, Refinancing Term Loans and or Extended Term B-5 Loans are made, such Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, outstanding shall be repaid by the Borrower in the amounts and on such datethe dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.
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Term Loans. Each of the Borrower and the Subsidiary Borrowers shall, jointly and severally, repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Tranche B-1 Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 LoansLoan Lender ---------------------- severally agrees, on the last Business Day terms and conditions of each Marchthis Agreement, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior make term loans to the Restatement Borrowers in Dollars from and including the Third Acquisition Consummation Date to and including the Term Credit Agreement ---------------- Loan Commitment Expiration Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
(ii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the an aggregate principal amount up to but not exceeding the amount of all the Tranche B-1 Term B-2 Loan Commitment of such Lender. Subject to the terms and conditions of this Agreement, during such period the Borrowers may borrow the Tranche B-1 Term Loan Commitments by means of Base Rate Loans and Eurodollar Loans, and thereafter the Borrowers may Convert Tranche B-1 Term B-4 Loans and of one Type into Tranche B-1 Term B-5 LoansLoans of another Type (as provided in Section 2.09 hereof) or Continue Tranche B-1 Term Loans of one Type as Tranche B-1 Term Loans of the same Type (as provided in Section 2.09 hereof). Amounts prepaid or repaid in respect of Tranche B-1 Term Loans may not be reborrowed. Proceeds of Tranche B-1 Term Loans hereunder shall be available for any use permitted under the first sentence of Section 8.17(b) hereof. Anything herein to the contrary notwithstanding, except as provided in Section 2.01(g) hereof, the Tranche B-1 Term Loan Commitments will become available on the Third Acquisition Consummation Date but only so long as the same shall occur on or before the date sixty days after the date hereof (it being understood that, as applicableprovided in Section 2.04(c) hereof, outstanding the Tranche B-1 Term Loan Commitments shall be automatically terminated on such said date if they are not fully drawn on or before said date).
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Term Loans. Each of the Borrower and the Subsidiary (i) The Borrowers shall, jointly and severally, repay agree to pay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) Agent, for the ratable account benefit of the Lenders of the Initial Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each Marchdate set forth below (each, June, September an “Initial Term Loan Repayment Date” and December, commencing together with the first such date to occur after the Amendment No. 2 Effective Date2020 Incremental Term Loan Repayment Date (as defined below), each, an aggregate amount equal to 0.25% “Term Loan Repayment Date”), the principal of the aggregate amount of all Initial Term B-2 Loans outstanding on in the Amendment No. 2 Effective amounts set forth below opposite such Term Loan Repayment Date (including any each, an “Initial Term B-2 Loans that were extended Loan Repayment Amount” and converted into together with the 2020 Incremental Term B-4 Loans on the Amendment No. 5 Effective Date and any Loan Repayment Amount (as defined below), each, a “Term B-2 Loans that were extended and converted into Loan Repayment Amount”) (which Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments Loan Repayment Amount shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of of, and after giving effect to, the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, 5.01 and Section 5.02(a)(viii)): and (Bii) such payments the Borrowers agree to pay to the Administrative Agent, for the benefit of any Class the Lenders of the 2020 Incremental Term Loans, on each date set forth below (each, a “2020 Incremental Term Loan Repayment Date”), the principal of the 2020 Incremental Term Loans in the amounts set forth below opposite such 2020 Incremental Term Loan Repayment Date (each, a “2020 Incremental Term Loan Repayment Amount”) (which 2020 Incremental Term Loan Repayment Amount shall be further reduced as a result of of, and after giving effect to, the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
(ii) 5.01 and Section 5.02(a)(viii)): For the avoidance of doubt, the Borrowers agree to pay to the Administrative Agent, for the ratable account benefit of the applicable Class of Term Lenders, on the Term Loan Maturity Date for any Class of Date, all then outstanding Term Loans, the aggregate principal amount of all Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, as applicable, outstanding on such date.”
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Term Loans. Each of the (i) The Borrower and the Subsidiary Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term B-1 Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, (i) on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Datelast Business Day of March 2022, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-1 Loans outstanding on the Amendment No. 1 Effective Date (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-1 Loans, the scheduled amortization with respect to the Term B-1 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-1 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-1 Loans) and (ii) on the Maturity Date for the Term B-1 Loans, the aggregate principal amount of all Term B-1 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-1 Loans.
(ii) The Borrower shall repay to the Administrative Agent for the ratable account of the Term B-2 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of March 2022June 2024, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-2 Loans outstanding on the Amendment No. 2 1 Effective Date Date$2,392,264 (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) as such payments repayment amount shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-2 Loans, the scheduled amortization with respect to the Term B-2 Loans set forth in Section 2.05; and
above shall be reduced ratably to reflect the percentage of Term B-2 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-2 Loans) and (ii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of the Term B-2 Loans, the aggregate principal amount of all Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, as applicable, outstanding on such date; provided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-2 Loans.
(iii) The Borrower shall repay to the Administrative Agent for the ratable account of the Term B-3 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of September 2023, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-3 Loans outstanding on the Term B-3 Incremental Amendment Effective Date (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-3 Loans, the scheduled amortization with respect to the Term B-3 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-3 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-3 Loans) and (ii) on the Maturity Date for the Term B-3 Loans, the aggregate principal amount of all Term B-3 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-3 Loans.
Appears in 1 contract
Term Loans. Each of the (i) The Borrower and the Subsidiary Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term B-1 Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, (i) on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Datelast Business Day of March 2022, an aggregate amount equal to 0.25% of the aggregate amount principal Dollar Amount of all Term B-2 B-1 Loans outstanding on the Amendment No. 2 1 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) as such payments repayment amount shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-1 Loans, the scheduled amortization with respect to the Term B-1 Loans set forth in Section 2.05above shall be reduced ratably to reflect the percentage of Term B-1 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-1 Loans) and (ii) on the Maturity Date for the Term B-1 Loans, the aggregate principal amount of all Term B-1 Loans outstanding on such date; andprovided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-1 Loans.
(ii) The Borrower shall repay to the Administrative Agent for the ratable account of the applicable Class Term B-2 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of June 2024, an aggregate amount equal to $2,392,264 (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-2 Loans, the scheduled amortization with respect to the Term B-2 Loans set forth above shall be reduced ratably to reflect the percentage of Term Lenders, B-2 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-2 Loans) and (ii) on the Maturity Date for any Class of the Term B-2 Loans, the aggregate principal amount of all Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, as applicable, outstanding on such date; provided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-2 Loans.
(iii) The Borrower shall repay to the Administrative Agent for the ratable account of the Term B-3 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of September 2023, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-3 Loans outstanding on the Term B-3 Incremental Amendment Effective Date (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-3 Loans, the scheduled amortization with respect to the Term B-3 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-3 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-3 Loans) and (ii) on the Maturity Date for the Term B-3 Loans, the aggregate principal amount of all Term B-3 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-3 Loans.
(iv) The Borrower shall repay to the Administrative Agent for the ratable account of the Term B-4 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of March 2025, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-4 Loans outstanding on the Amendment No. 5 Effective Date (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-4 Loans, the scheduled amortization with respect to the Term B-4 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-4 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-4 Loans) and (ii) on the Maturity Date for the Term B-4 Loans, the aggregate principal amount of all Term B-4 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-4 Loans.
Appears in 1 contract
Term Loans. Each of the Borrower and the Subsidiary The Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Appropriate Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, (A) on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective DateMarch 31, 20202021, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all allof Term B-2 B Loans outstanding on the Amendment No. 2 Effective Date Closing Dateand 2021 Incremental Term Loans equal to 0.252525% of the Term B Loans and the 2021 Incremental Term Loans (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such which payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement First Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05; and
) and (iiB) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of the Term B Loans and the 2021 Incremental Term Loans, the aggregate principal amount of all Term B-2 Loans, Term B-4 B Loans and 2021 Incremental Term B-5 Loans, as applicable, Loans outstanding on such date; provided that the amount of any such payment set forth above shall be adjusted to account for the addition of any Extended Term Loan or Incremental Term Loans to contemplate (A) the reduction in the aggregate principal amount of any Term B Loans or 2021 Incremental Term Loans that were converted in connection with the incurrence of such Extended Term Loans, and (B) any increase to payments to the extent and as required pursuant to the terms of any applicable Incremental Amendment involving a Term Loan Increase to the Term B Loans or 2021 Incremental Term Loans, a Refinancing Amendment to the amount of Term B Loans or 2021 Incremental Term Loans or an Extension Amendment increasing the amount of Term B Loans or 2021 Incremental Term Loans.
Appears in 1 contract
Sources: First Lien Credit Agreement (Option Care Health, Inc.)
Term Loans. Each The Parent Borrower (and, in the case of the Borrower and Tranche B Term Loans, the Subsidiary Co-Borrowers shall, jointly on a joint and severally, several basis) shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders holding Term B-2 Loanson the dates set forth on Annex I to the Existing Credit Agreement, Term B-4 Loans and Term B-5 Loansor if any such date is not a Business Day, on the last immediately preceding Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective DateDay, an aggregate principal amount of the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Delayed Draw 1 Term Loans and the Delayed Draw 2 Term Loans equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding set forth on Annex I to the Amendment No. 2 Effective Date Existing Credit Agreement for such date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such which payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
(ii) for ), together in each case with accrued and unpaid interest on the ratable account principal amount to be paid to but excluding the date of such payment, and on the applicable Class of Term LendersMaturity Date, on the Maturity Date for any Class of Term Loans, (i) the aggregate principal amount of all Tranche A Term B-2 LoansLoans outstanding on such date, (ii) the aggregate principal amount of all Tranche B Term B-4 Loans outstanding on such date, (iii) the aggregate principal amount of all Tranche C Term Loans outstanding on such date, (iv) the aggregate principal amount of all Tranche D Term Loans outstanding on such date, (v) the aggregate principal amount of all Delayed Draw 1 Term Loans outstanding on such date and (v) the aggregate principal amount of all Delayed Draw 2 Term B-5 Loans, as applicable, Loans outstanding on such date.
Appears in 1 contract
Sources: Credit Agreement (Clear Channel Communications Inc)
Term Loans. Each of the Borrower and the Subsidiary Borrowers shall, jointly and severally, repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05;
(ii) for the ratable account of the Term B-6 Lenders, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the First Amendment Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-6 Loans outstanding on the First Amendment Effective Date; provided that such payments of Term B--6 Loans shall be reduced as a result of the application of prepayments of Term B--6 Loans made after the First Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05;
(iii) for the ratable account of the Term B-7 Lenders, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Third Amendment Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-7 Loans outstanding on the Third Amendment Effective Date (including any Term B-4 Loans and Term B-5 Loans that were converted into Term B-7 Loans on the Third Amendment Effective Date); provided that such payments of Term B-7 Loans shall be reduced as a result of the application of prepayments of Term B-7 Loans made after the Third Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05;
(iv) for the ratable account of the Term B-8 Lenders, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Third Amendment Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-8 Loans outstanding on the Third Amendment Effective Date (including any Term B-4 Loans, Term B-5 Loans and Term B-6 Loans that were converted into Term B-8 Loans on the Third Amendment Effective Date); provided that such payments of Term B-8 Loans shall be reduced as a result of the application of prepayments of Term B-8 Loans made after the Third Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05; and
(iiv) (iii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate principal amount of all Term B-2 Loans, Term B-4 Loans, Term B-5 Loans, Term B-6 Loans, Term B-7 Loans and Term B-5 B-68 Loans, as applicable, outstanding on such date.
Appears in 1 contract
Sources: Credit Agreement (West Corp)
Term Loans. Each (a) Subject to the provisions of the Borrower this Section 2.2 and Article III hereof and the Subsidiary Borrowers shall, jointly other terms and severally, repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably conditions set forth in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):this Agreement
(i) for the ratable account of the Lender agrees to make Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, to Borrowers at Administrative Borrower’s request on the last Business Day of each March, June, September and December, commencing with the first such any date to occur occurring on or after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Closing Date and on or prior to the Restatement Date June 25, 2018, in such amount as Borrower may request in accordance with Section 2.7 hereof;
(ii) The Term Loan Facility is not a revolving credit facility and any portion of a Term Loan that is repaid or prepaid may not be reborrowed;
(iii) On the applicable order date on which each Term Loan shall be made to Borrowers, the Term Loan Commitment shall be automatically and permanently reduced on such date by an amount equal to the aggregate original principal amount of priority set forth in Section 2.05such Term Loan;
(iv) Any portion of the Term Loan Commitment that has not been funded by Lender to Borrowers shall expire and be terminated upon the earlier to occur of (i) 5:00 p.m. Pacific time on June 25, 2018 and (Bii) such payments of any Class of the Term Loans shall be further reduced as a result of the application of prepayments of such Class Loan Maturity Date.
(b) The aggregate principal amount of Term Loans made after hereunder shall not exceed the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; andMaximum Term Amount.
(iic) for Subject to Section 2.2(b) hereof, each Borrowing under the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate Loan Facility shall be in a minimum principal amount of all Term B-2 Loans$500,000 and, Term B-4 Loans and Term B-5 Loansthereafter, as applicablein integral multiples of $100,000, outstanding on unless such dateBorrowing is being made to pay any interest, fees, or expenses then due hereunder, in which case such Borrowing may be in the amount of such interest, fees, or expenses.
Appears in 1 contract
Sources: Credit Agreement (Silvercrest Asset Management Group Inc.)
Term Loans. Each of the Borrower and the Subsidiary Borrowers shall, jointly and severally, repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and;
(ii) for the ratable account of the Term B-6 Lenders, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the First Amendment Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-6 Loans outstanding on the First Amendment Effective Date; provided that such payments of Term B-6 Loans shall be reduced as a result of the application of prepayments of Term B-6 Loans made after the First Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05;
(iii) for the ratable account of the Term B-7 Lenders, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Third Amendment Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-7 Loans outstanding on the Third Amendment Effective Date (including any Term B-4 Loans and Term B-5 Loans that were converted into Term B-7 Loans on the Third Amendment Effective Date); provided that such payments of Term B-7 Loans shall be reduced as a result of the application of prepayments of Term B-7 Loans made after the Third Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05;
(iv) for the ratable account of the Term B-8 Lenders, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Third Amendment Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-8 Loans outstanding on the Third Amendment Effective Date (including any Term B-4 Loans, Term B-5 Loans and Term B-6 Loans that were converted into Term B-8 Loans on the Third Amendment Effective Date); provided that such payments of Term B-8 Loans shall be reduced as a result of the application of prepayments of Term B-8 Loans made after the Third Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05;
(i) (v) for the ratable account of the Term B-9 Lenders, on the last Business Day of each March, June, September and December, commencing on the last Business Day of September, 2014, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-9 Loans outstanding on the Fourth Amendment Effective Date (including any Term B-7 Loans that were converted into Term B-9 Loans on the Fourth Amendment Effective Date); provided that such payments of Term B-9 Loans shall be reduced as a result of the application of prepayments of Term B-9 Loans made after the Fourth Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05;
(ii) (vi) for the ratable account of the Term B-10 Lenders, on the last Business Day of each March, June, September and December, commencing on the last Business Day of September, 2014, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-10 Loans outstanding on the Fourth Amendment Effective Date (including any Term B-7 Loans and Term B-8 Loans that were converted into Term B-10 Loans on the Fourth Amendment Effective Date); provided that such payments of Term B-10 Loans shall be reduced as a result of the application of prepayments of Term B-10 Loans made after the Fourth Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05;
(iii) for the ratable account of the Term A-1 Lenders, on the last Business Day of each March, June, September and December prior to the Maturity Date for the Term A-1 Loans, commencing on the last Business Day of the first full fiscal quarter following the Term A-1 Incurrence Date, an aggregate amount equal to (w) on each such date occurring prior to the first anniversary of the Fifth Amendment Effective Date, 0.625% of the aggregate amount of all Term A-1 Loans outstanding on the Term A-1 Incurrence Date, (x) on each such date occurring on or after the first anniversary of the Fifth Amendment Effective Date but prior to the second anniversary of the Fifth Amendment Effective Date, 1.25% of the aggregate amount of all Term A-1 Loans outstanding on the Term A-1 Incurrence Date, (y) on each such date occurring on or after the second anniversary of the Fifth Amendment Effective Date but prior to the third anniversary of the Fifth Amendment Effective Date, 1.875% of the aggregate amount of all Term A-1 Loans outstanding on the
(iv) (vii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate principal amount of all Term B-2 Loans, Term B-4 Loans, Term B-5 Loans, Term B-6 Loans, Term B-7 Loans, Term B-8 Loans, Term B-9 Loans, Term B-10 Loans and Term B-5 BA-101 Loans, as applicable, outstanding on such date.
Appears in 1 contract
Sources: Credit Agreement (West Corp)
Term Loans. Each (a) Subject to the provisions of the Borrower this Section 2.2 and Article III hereof and the Subsidiary Borrowers shall, jointly other terms and severally, repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably conditions set forth in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):this Agreement;
(i) for the ratable account of the ▇▇▇▇▇▇ agrees to make Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, to Borrowers at Administrative Borrower’s request on the last Business Day of each March, June, September and December, commencing with the first such any date to occur occurring on or after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date June 18, 2025, in such amount as Borrowers may request in accordance with Section 2.7 hereof;
(ii) The Term Loan Facility is not a revolving credit facility and any portion of a Term Loan that is repaid or prepaid may not be reborrowed;
(iii) On the applicable order date on which each Term Loan shall be made to Borrowers, the Term Loan Commitment shall be automatically and permanently reduced on such date by an amount equal to the aggregate original principal amount of priority set forth in Section 2.05such Term Loan;
(iv) Any portion of the Term Loan Commitment that has not been funded by Lender to Borrowers shall expire and be terminated upon the earlier to occur of (i) 5:00 p.m. Pacific time on June 18, 2025 and (Bii) such payments of any Class of the Term Loans shall be further reduced as a result of the application of prepayments of such Class Loan Maturity Date.
(b) The aggregate principal amount of Term Loans made after hereunder shall not exceed the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; andMaximum Term Amount.
(iic) for Subject to Section 2.2(b) hereof, each Borrowing under the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate Loan Facility shall be in a minimum principal amount of all Term B-2 Loans$500,000 and, Term B-4 Loans and Term B-5 Loansthereafter, as applicablein integral multiples of $100,000, outstanding on unless such dateBorrowing is being made to pay any interest, fees, or expenses then due hereunder, in which case such Borrowing may be in the amount of such interest, fees, or expenses.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Silvercrest Asset Management Group Inc.)
Term Loans. Each On the Closing Date, each Term Lender severally agrees, on the terms and conditions set forth in this Agreement, to make a Term Loan to the Borrower pursuant to such Term Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the Closing Date in the entire amount of each Term Lender’s Term Commitment; (ii) once prepaid or repaid, may not be reborrowed, (iii) may, except as set forth herein, at the option of the Borrower Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Term Loans made as part of the Subsidiary Borrowers shall, jointly and severally, repay to same Term Borrowing shall consist of Term Loans of the Administrative Agent same Type; (with any such payments to iv) shall be allocated among the Borrower and the Subsidiary Borrowers ratably repaid in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective DateSection 2.13(b); provided, that and (v) shall not exceed (A) for any Term Lender at the time of incurrence thereof the aggregate principal amount of such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Lender’s Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05Commitment, and (B) such payments for all the Term Lenders at the time of any Class of incurrence thereof the Total Term Loan Commitment. The Term Loans shall to be further reduced as a result made by each Term Lender will be made by such Term Lender in the aggregate amount of the application of prepayments of such Class of its Term Loans made after the Restatement Date Commitment in accordance with Section 2.07 hereof. The Term Commitments shall automatically and permanently terminate immediately after the applicable order of priority set forth in Section 2.05; and
(ii) for the ratable account making of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate principal amount of all Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, as applicable, outstanding on such date.
Appears in 1 contract
Term Loans. Each of the The Borrower and the Subsidiary Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Appropriate Lenders (A) (i) on the last Business Day of each March, June, September and December, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Initial Term Lenders holding Loans outstanding on the Amendment No. 3 Effective Date (which payments shall (x) be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.05 (excluding prepayments under Section 2.05(a)(vi)) and (y) shall not be made with respect to Initial Term B-2 LoansLoans that were prepaid pursuant to Section 2.05(a)(vi)) and, Term B-4 Loans and Term B-5 Loans, (ii) on the last Business Day of each March, June, September and December, commencing with the last Business Day of the first such date to occur full fiscal quarter ending after the Incremental B-4 Dollar Term Loan Amendment No. 2 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Incremental B-4 Dollar Term B-2 Loans outstanding on the Incremental B-4 Dollar Term Loan Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such which payments shall (x) be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
2.05 (iiexcluding prepayments under Section 2.05(a)(vi)) for and (y) shall not be made with respect to Incremental B-4 Dollar Term Loans that were prepaid pursuant to Section 2.05(a)(vi)), (iii) on the ratable account last Business Day of each March, June, September and December, commencing with the last Business Day of the applicable Class first full fiscal quarter ending after the Amendment No. 6 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Incremental B-4 Euro Term LendersLoans outstanding on the Amendment No. 6 Effective Date (which payments shall (x) be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.05 (excluding prepayments under Section 2.05(a)(vi)) and (y) shall not be made with respect to Incremental B-4 Euro Term Loans that were prepaid pursuant to Section 2.05(a)(vi)), and (iv) on the last Business Day of each March, June, September and December, commencing with the last Business Day of the first full fiscal quarter ending after the Amendment No. 6 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Incremental B-5 Euro Term Loans outstanding on the Amendment No. 6 Effective Date (which payments shall (x) be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.05 (excluding prepayments under Section 2.05(a)(vi)) and (y) shall not be made with respect to Incremental B-5 Euro Term Loans that were prepaid pursuant to Section 2.05(a)(vi)), and (B) (i) on the Maturity Date for any Class of the Initial Term Loans, the aggregate principal amount of all Initial Term B-2 Loans outstanding on such date and, (ii) on the Maturity Date for the Incremental B-4 Dollar Term Loans, the aggregate principal amount of all Incremental B-4 Dollar Term Loans outstanding on such date, (iii) on the Maturity Date for the Incremental B-4 Euro Term Loans, the aggregate principal amount of all Incremental B-4 Euro Term Loans outstanding on such date and (iv) on the Maturity Date for the Incremental B-5 Euro Term Loans, the aggregate principal amount of all Incremental B-5 Euro Term Loans outstanding on such date. In the event that any Incremental Term Loans, Refinancing Term Loans or Extended Term Loans are made, such other Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, outstanding shall be repaid by the Borrower in the amounts and on such datethe dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.
Appears in 1 contract
Sources: Credit Agreement (Avantor, Inc.)
Term Loans. Each of the The Initial Borrower and the Subsidiary Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Initial Term Lenders holding the aggregate principal amount of all Initial Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate amount outstanding in equal quarterly payments equal to 0.25% of the aggregate original principal amount of all the Term B-2 Loans outstanding funded on the Amendment No. 2 Effective Initial Closing Date (including any each such repayment amount, an “Initial Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (ALoan Repayment Amount”) such payments which amount shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05) on March 31, June 30, September 30, and December 31 of each fiscal year of Holdings (commencing on December 31, 2018); and
provided, that if such date is not a Business Day, then such payment shall be made on the immediately preceding Business Day; provided, however, that the final principal repayment installment of the Initial Term Loans shall be paid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date and (ii) to the extent applicable, for the ratable account of the applicable Class of Delayed Term Lenders, on the Maturity Date for any Class of Term Loans, Lenders the aggregate principal amount of all Delayed Draw Term B-2 LoansLoans outstanding in equal quarterly payments equal to 0.25% of the original principal amount of the Delayed Draw Term Loans funded on the Delayed Draw Closing Date (each such repayment amount, a “Delayed Draw Term B-4 Loan Repayment Amount”) which amount shall be reduced as a result of the application of prepayments in accordance with Section 2.05) on March 31, June 30, September 30, and December 31 of each fiscal year of Holdings (commencing on December 31, 2018); provided, that if such date is not a Business Day, then such payment shall be made on the immediately preceding Business Day; provided, however, that the final principal repayment installment of the Delayed Term Loans shall be paid on the Maturity Date for the Delayed Draw Term Loan Facility and in any event shall be in an amount equal to the aggregate principal amount of all Delayed Draw Term B-5 Loans, as applicable, Loans outstanding on such date. For the avoidance of doubt, and solely to the extent applicable, any reduction in amortization payments as a result of the application of any prepayments in accordance with Section 2.05 shall be applied on a pro rata basis as between the Term Loans funded on the Initial Closing Date and the Delayed Draw Term Loans funded on the Delayed Draw Closing Date.
Appears in 1 contract
Sources: Senior Secured First Lien Credit Agreement (Project Angel Parent, LLC)
Term Loans. Each of the The Borrower and the Subsidiary Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders holding Lenders, (i) with respect to Series B-1 Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur full quarter after the Amendment No. 2 Effective Closing Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Series B-1 Term B-2 Loans outstanding on the Amendment No. 2 Effective Closing Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such which payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and it being understood that as of the Amendment No.1 Effective Date, as a result of the application of prepayments prior to such date, the amount of repayments required by this clause (Bi) such payments shall be zero), (ii) with respect to Series B-2 Term Loans, on the last Business Day of any Class each March, June, September and December, commencing with SeptemberJune 30, 20162017, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Series B-2 Term Loans outstanding on the Amendment No. 13 Effective Date (which payments shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
) and (iiiiiii) for the ratable account of on the applicable Class of Term Lenders, on the Maturity Date for any Class of the Series B-1 Term Loans and the Series B-2 Term Loans, the aggregate principal amount of all Series B-1 Term Loans and Series B-2 Term Loans, respectively, outstanding on such date. In the event any Incremental Term B-4 Loans, Refinancing Term Loans and or Extended Term B-5 Loans are made, such Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, outstanding shall be repaid by the Borrower in the amounts and on such datethe dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.
Appears in 1 contract
Term Loans. Each of the Borrower and the Subsidiary The Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders holding each Class of Term B-2 Loans, Term B-4 B-3 Loans and Term B-5 Loans, in Dollars (i) on the last Business Day of each March, June, September and December, commencing with the first second such date to occur after the Amendment No. 2 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all the Term B-2 B-3 Loans outstanding funded or converted on the Amendment No. 2 Effective Date; provided, that, such amount shall be increased on the Incremental Amendment No. 1 Effective Date in the same proportion as (x) the aggregate principal amount of the Term B-3 Loans (including any Initial Term B-2 B-3 Loans that were extended and converted into Additional Term B-4 B-3 Loans) outstanding immediately following the funding of the Additional Incremental Term B-3 Loans on the Incremental Amendment No. 5 1 Effective Date and any bears to (ii) the amount of the Term B-2 B-3 Loans that were extended and converted into outstanding immediately prior to the funding of the Additional Incremental Term B-5 B-3 Loans on the Restatement Incremental Amendment No. 1 Effective Date); provided, further that (A) such payments amount shall be reduced increased on the Incremental Amendment No. 2 Effective Date in the same proportion as (with such reduction applied ratably among i) the aggregate principal amount of the Term B-2 B-3 Loans (including the Initial Term B-3 Loans, the Additional Term B-4 B-3 Loans, the Additional Incremental Term B-3 Loans and the Second Additional Term B-5 B -3 Loans) as a result outstanding immediately following the funding of the application Second Additional Term B-3 Loans on the Incremental Amendment No. 2 Effective Date bears to (ii) the amount of prepayments the Term B-3 Loans outstanding immediately prior to the funding of the Second Additional Term B-3 Loans made after on the Incremental Amendment No. 2 Effective Date and (ii) on or prior to the Restatement Maturity Date in accordance with for the applicable order Term B-3 Loans, the aggregate principal amount of priority set forth in all Term B-3 Loans outstanding on such date; provided that payments required by Section 2.05, and (B2.07(a)(i) such payments of any Class of Term Loans above shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
(ii) for . In the ratable account of the applicable Class of event any Incremental Term LendersLoans or Extended Term Loans are made, on the Maturity Date for any Class of such Incremental Term Loans, the aggregate principal amount of all Loans or Extended Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, as applicable, outstanding shall be repaid by the Borrowers in the amounts and on such datethe dates set forth in the definitive documentation with respect thereto and on the applicable Maturity Date thereof.
Appears in 1 contract
Sources: Credit Agreement (Restaurant Brands International Inc.)
Term Loans. Each of the (i) The Borrower and the Subsidiary Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term B-1 Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, (i) on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Datelast Business Day of March 2022, an aggregate amount equal to 0.25% of the aggregate amount principal Dollar Amount of all Term B-2 B-1 Loans outstanding on the Amendment No. 2 1 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) as such payments repayment amount shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-1 Loans, the scheduled amortization with respect to the Term B-1 Loans set forth in Section 2.05above shall be reduced ratably to reflect the percentage of Term B-1 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-1 Loans) and (ii) on the Maturity Date for the Term B-1 Loans, the aggregate principal amount of all Term B-1 Loans outstanding on such date; andprovided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-1 Loans.
(ii) The Borrower shall repay to the Administrative Agent for the ratable account of the applicable Class Term B-2 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of June 2024, an aggregate amount equal to $2,392,264 (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-2 Loans, the scheduled amortization with respect to the Term B-2 Loans set forth above shall be reduced ratably to reflect the percentage of Term Lenders, B-2 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-2 Loans) and (ii) on the Maturity Date for any Class of the Term B-2 Loans, the aggregate principal amount of all Term B-2 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-2 Loans.
(iii) The Borrower shall repay to the Administrative Agent for the ratable account of the Term B-3 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of September 2023, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-3 Loans outstanding on the Term B-3 Incremental Amendment Effective Date (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-3 Loans, the scheduled amortization with respect to the Term B-3 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-3 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-3 Loans) and (ii) on the Maturity Date for the Term B-3 Loans, the aggregate principal amount of all Term B-3 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-3 Loans.
(iv) The Borrower shall repay to the Administrative Agent for the ratable account of the Term B-4 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of March 2025, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-4 Loans outstanding on the Amendment No. 5 Effective Date (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-4 Loans, the scheduled amortization with respect to the Term B-4 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-4 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-4 Loans) and (ii) on the Maturity Date for the Term B-4 Loans, the aggregate principal amount of all Term B-4 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-4 Loans.
(v) The Borrower shall repay to the Administrative Agent for the ratable account of the Term B-5 Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of December 2025, an aggregate amount equal to 0.25% of the aggregate principal Dollar Amount of all Term B-5 Loans outstanding on the Amendment No. 6 Effective Date (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment with respect to the Term B-5 Loans, as applicablethe scheduled amortization with respect to the Term B-5 Loans set forth above shall be reduced ratably to reflect the percentage of Term B-5 Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Term B-5 Loans) and (ii) on the Maturity Date for the Term B-5 Loans, the aggregate principal amount of all Term B-5 Loans outstanding on such date; provided that the repayments under this clause may be adjusted to account for the addition of any New Term Loans that are Term B-5 Loans.
Appears in 1 contract
Term Loans. Each of (i) Within three Business Days after the Borrower and the Subsidiary Borrowers shall, jointly and severally, repay to the Administrative Agent (with or any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified of its Subsidiaries receives any cash proceeds from any issuance or incurrence of Indebtedness by the Borrower or any of its Subsidiaries (other than Indebtedness permitted by Section 6.01), the Borrower shall prepay Term Loans in writing):
(i) for the ratable account of the Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25100% of the aggregate Net Cash Proceeds of such Indebtedness.
(ii) Within three (3) Business Days after the Borrower or any of its Subsidiaries receives any cash proceeds from any non-ordinary course Disposition made pursuant to Section 6.03(c)(viii) and/or Section 6.03(c)(x), the Borrower shall prepay Term Loans in an amount equal to 100% of all Term B-2 Loans outstanding on the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date)Net Cash Proceeds of such Disposition; provided, however, that (A) such payments the foregoing requirement shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans not apply to Net Cash Proceeds that do not exceed the greater of $125,000,000 and Term B-5 Loans) as a result 5% of Total Assets in the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date aggregate in accordance with the applicable order of priority set forth in Section 2.05, any fiscal year and (B) such payments Net Cash Proceeds shall not be required to be so applied on such date so long as no Event of any Class of Term Loans Default then exists and such Net Cash Proceeds shall be further reduced as a result of used to purchase assets useful to the application of prepayments Borrower’s business within 12 months following the date of such Class Disposition (or if the Borrower or any of Term Loans made its Subsidiaries enters into a legally binding commitment to reinvest such Net Cash Proceeds within 12 months following the date of such Disposition, no later than one hundred and eighty days after the Restatement Date end of such 12 month period); and provided, further, that if all or any portion of such Net Cash Proceeds not required to be so applied as provided above in accordance with the applicable order of priority set forth in Section 2.05; and
this clause (ii) for are not so reinvested within such 180 day period (or such earlier date, if any, as the ratable account of Borrower or the applicable Class of Term Lendersrelevant Subsidiary determines not to reinvest the Net Cash Proceeds from such Disposition as set forth above), such remaining portion shall be applied on the Maturity Date for any Class last day of Term Loans, the aggregate principal amount of all Term B-2 Loans, Term B-4 Loans and Term B-5 Loanssuch period (or such earlier date, as applicable, outstanding on such datethe case may be) as provided above in this clause (ii) without regard to the preceding proviso.
Appears in 1 contract
Sources: Credit Agreement (Masimo Corp)
Term Loans. Each of the The Borrower and the Subsidiary Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Appropriate Lenders (A) (i) on the last Business Day of each March, June, September and December, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Initial B-3 Euro Term Lenders holding Loans outstanding on the Amendment No. 3 Effective Date (which payments shall (x) be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.05 (excluding prepayments under Section 2.05(a)(vi)) and (y) shall not be made with respect to Initial B-3 Term B-2 LoansLoans that were prepaid pursuant to Section 2.05(a)(vi)), (ii) on the last Business Day of each March, June, September and December, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Initial B-4 Dollar Term Loans outstanding on the Amendment No. 7 Effective Date (which payments shall (x) be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.05 (excluding prepayments under Section 2.05(a)(vi)) and (y) shall not be made with respect to Initial B-4 Dollar Loans and Term B-5 Loansthat were prepaid pursuant to Section 2.05(a)(vi)), (iii) on the last Business Day of each March, June, September and December, commencing with the last Business Day of the first such date to occur full fiscal quarter ending after the Incremental B-4 Dollar Term Loan Amendment No. 2 7 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Incremental B-45 Dollar Term B-2 Loans outstanding on the Incremental B-4 Dollar Term Loan Amendment No. 2 7 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such which payments shall (x) be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
2.05 (iiexcluding prepayments under Section 2.05(a)(vi)) for and (y) shall not be made with respect to Incremental B-45 Dollar Term Loans that were prepaid pursuant to Section 2.05(a)(vi)), (iiiiv) on the ratable account last Business Day of each March, June, September and December, commencing with the last Business Day of the applicable Class first full fiscal quarter ending after the Amendment No. 6 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Incremental B-4 Euro Term LendersLoans outstanding on the Amendment No. 6 Effective Date (which payments shall (x) be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.05 (excluding prepayments under Section 2.05(a)(vi)) and (y) shall not be made with respect to Incremental B-4 Euro Term Loans that were prepaid pursuant to Section 2.05(a)(vi)), and (ivv) on the last Business Day of each March, June, September and December, commencing with the last Business Day of the first full fiscal quarter ending after the Amendment No. 6 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Incremental B-5 Euro Term Loans outstanding on the Amendment No. 6 Effective Date (which payments shall (x) be reduced as a result of the application of prepayments made in accordance with the order of priority set forth in Section 2.05 (excluding prepayments under Section 2.05(a)(vi)) and (y) shall not be made with respect to Incremental B-5 Euro Term Loans that were prepaid pursuant to Section 2.05(a)(vi)), and (B) (i) on the Maturity Date for any Class of the Initial B-3 Euro Term Loans, the aggregate principal amount of all Initial B-3 Euro Term B-2 Loans outstanding on such date, (ii) on the Maturity Date for the Incremental B-4Initial B-4 Dollar Term Loans, the aggregate principal amount of all Initial B-4 Dollar Term Loans outstanding on such date, (iii) on the Maturity Date for the Incremental B-5 Dollar Term Loans, the aggregate principal amount of all Incremental B-45 Dollar Term Loans outstanding on such date, (iiiiv) on the Maturity Date for the Incremental B-4 Euro Term Loans, the aggregate principal amount of all Incremental B-4 Euro Term Loans outstanding on such date and (ivv) on the Maturity Date for the Incremental B-5 Euro Term Loans, the aggregate principal amount of all Incremental B-5 Euro Term Loans outstanding on such date. In the event that any Incremental Term Loans, Refinancing Term Loans or Extended Term Loans are made, such other Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, outstanding shall be repaid by the Borrower in the amounts and on such datethe dates set forth in the Incremental Amendment, Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.
Appears in 1 contract
Sources: Credit Agreement (Avantor, Inc.)
Term Loans. Each of the Borrower and the Subsidiary The Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
for (i) for the ratable account of the Term Lenders holding each Class of Term B-2 Loans, Term B-4 B-34 Loans and Term B-5 Loans, in Dollars (A) on the last Business Day of each March, June, September and December, commencing with the first second such date to occur after the Amendment No. 2 24 Effective Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all the Term B-2 B-34 Loans outstanding funded or converted on the Amendment No. 2 Effective Date; provided, that, such amount shall be increased on the Incremental Amendment No. 1 Effective Date in the same proportion as (x) the aggregate principal amount of the Term B-3 Loans (including any Initial Term B-2 B-3 Loans that were extended and converted into Additional Term B-4 B-3 Loans) outstanding immediately following the funding of the Additional Incremental Term B-3 Loans on the Incremental Amendment No. 5 1 Effective Date and any bears to (y) the amount of the Term B-2 B-3 Loans that were extended and converted into outstanding immediately prior to the funding of the Additional Incremental Term B-5 B-3 Loans on the Restatement Incremental Amendment No. 1 Effective Date); provided, further that (A) such payments amount shall be reduced increased on the Incremental Amendment No. 2 Effective Date in the same proportion as (with such reduction applied ratably among I) the aggregate principal amount of the Term B-2 B-3 Loans (including the Initial Term B-3 Loans, the Additional Term B-4 B-3 Loans, the Additional Incremental Term B-3 Loans and the Second Additional Term B-5 B -3 Loans) as a result outstanding immediately following the funding of the application Second Additional Term B-3 Loans on the Incremental Amendment No. 2 Effective Date bears to (II) the amount of prepayments the Term B-3 Loans outstanding immediately prior to the funding of the Second Additional Term B-3 Loans made after on the Incremental Amendment No. 2 Effective Date and (B) on or prior to the Restatement Maturity Date for the Term B-3 Loans, the aggregate principal amount of all Term B-3 Loans outstanding on such date4 Effective Date and (ii) for the ratable account of the Term Lenders holding each class of Term A Loans in accordance Dollars (i) on the last Business Date of each March, June, September and December, (A) commencing with the applicable order last Business Day of priority set forth in Section 2.05March 2020 until the third anniversary of the Incremental Amendment No. 4 Closing Date, an aggregate principal amount equal to 0.625% of the aggregate principal of Term A Loans funded on the Incremental Amendment No. 4 Closing Date and (B) such payments thereafter, an aggregate principal amount equal to 1.25% of any Class the aggregate principal of Term A Loans funded on the Incremental Amendment No. 4 Closing Date and (ii) on the Maturity Date for the Term A Loans, the aggregate principal amount of all Term A Loans outstanding on such date; provided that payments required by Sections 2.07(a)(i)(A) and 2.07(a)(ii)(A) above shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
(ii) for . In the ratable account of the applicable Class of event any Incremental Term LendersLoans or Extended Term Loans are made, on the Maturity Date for any Class of such Incremental Term Loans, the aggregate principal amount of all Loans or Extended Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, as applicable, outstanding shall be repaid by the Borrowers in the amounts and on such datethe dates set forth in the definitive documentation with respect thereto and on the applicable Maturity Date thereof.
Appears in 1 contract
Sources: Credit Agreement (Restaurant Brands International Limited Partnership)
Term Loans. Each of the Borrower and the Subsidiary The Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Appropriate Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, (A) on the last Business Day of each March, June, September and December, commencing with the first such date to occur full fiscal quarter after the Amendment No. 2 Effective Closing Date, an aggregate principal amount equal to the sum of (i) 0.25% of the aggregate principal amount of all Initial Term B-2 Loans outstanding on the Amendment No. 2 Effective Date Closing Date, and (including any ii) 0.25% of the aggregate principal amount of all funded Delayed Draw Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such which payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
Sections 2.05 or 10.07 (ii) including pursuant to Dutch auctions or open market purchases, but for the ratable account avoidance of doubt without a reduction in the outstanding principal amount of any Loans not prepaid pursuant to such Dutch auction or open market purchase, as applicable)), (B) on the last Business Day of each March, June, September and December, commencing with the first full fiscal quarter after the First Amendment Effective Date, an aggregate principal amount equal to 0.25% of the applicable Class aggregate principal amount of all First Amendment Term LendersLoans outstanding on the First Amendment Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 or 10.07 (including pursuant to Dutch auctions or open market purchases, but for the avoidance of doubt without a reduction in the outstanding principal amount of any Loans not prepaid pursuant to such Dutch auction or open market purchase, as applicable)) and (C) on the Maturity Date for any Class of the Initial Term Loans, the Delayed Draw Term Loans and the First Amendment Term Loans, the aggregate principal amount of all Initial Term B-2 Loans, the Delayed Draw Term B-4 Loans and the First Amendment Term B-5 Loans, as applicable, Loans outstanding on such date.”
Appears in 1 contract
Sources: Credit Agreement (Redwire Corp)
Term Loans. Each of the (i) The Term Borrower and the Subsidiary Borrowers shall, jointly and severally, shall repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
Tranche B-1 Term Lenders (i) for the ratable account of the Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur full quarter after the Amendment No. 2 Effective Closing Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Initial Tranche B-1 Term B-2 Loans outstanding on the Amendment No. 2 Effective Closing Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments which amounts shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
Section 7.05) and (ii) for the ratable account of on the applicable Class of Term Lenders, on the Maturity Date for any Class of the Initial Tranche B-1 Term Loans, the aggregate principal amount of all Initial Tranche B-1 Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, as applicable, outstanding on such date, in each case, unless accelerated sooner pursuant to Section Section 13.02.
(ii) The Term Borrower shall repay to the Tranche B-2 Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with the first full quarter after the Closing Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Initial Tranche B-2 Term Loans outstanding on the Closing Date (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section Section 7.05) and (ii) on the applicable Maturity Date for the Initial Tranche B-2 Term Loans, the aggregate principal amount of all Initial Tranche B-2 Term Loans outstanding on such date, in each case, unless accelerated sooner pursuant to Section Section 13.02.
(iii) In the event that any Refinancing Term Loans or Extended Term Loans are made, such Refinancing Term Loans or Extended Term Loans shall be repaid by the Term Borrower in the amounts and in the dates set forth in the Refinancing Amendment or Extension Amendment with respect thereto and on the applicable Maturity Date thereof.
(iv) If any principal repayment installment to be made by the Term Borrower (other than principal repayment installments on Eurocurrency Rate Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and if any principal repayment installment to be made by the Term Borrower on a Eurocurrency Rate Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.
Appears in 1 contract
Term Loans. Each Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, each Bank with a Revolving Credit Commitment severally agrees that the Borrower shall have the right to borrow, repay and reborrow term loans in an aggregate amount not to exceed ONE HUNDRED TWENTY FIVE MILLION AND NO/100 DOLLARS (each a "Term Loan" and collectively, the "Term Loans"), provided however, that the sum of (i) the outstanding principal balance of Revolving Credit Loans, the Swing Loans, the Supplemental Swing Loans, the Stated Amount of issued Letters of Credit, the unreimbursed draws of any Letter of Credit and the Term Loans shall at not at any time exceed the Revolving Credit Commitments as the same may be reduced from time to time. Notwithstanding anything contained in the Agreement or any of the Borrower and the Subsidiary Borrowers shall, jointly and severally, repay other Loan Documents to the Administrative Agent (with any contrary, the Term Loan facility is a sub-facility of the Revolving Credit Commitments, and as such payments to shall mature, expire, be allocated among proportionally reduced or terminate upon the Borrower and occurrence of a like event affecting the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):Revolving Credit Commitments.
(i) The request by the Borrower for the ratable account advance with respect to the Term Loans under this Section 2.4 shall be made by 1:00 P.M. (Pittsburgh, Pennsylvania time) to the Agent in writing, by an Authorized Officer, (A) in the case of Base Rate Loans, at least one (1) Business Day prior to the proposed advance of the Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) in the case of Eurodollar Rate Loans, at least three (3) Business Days prior to the proposed advance of the Term Loans, in each case specifying the date on which such payments advance of any Class the Term Loans is to be made, selecting the interest rate therefor pursuant to Subsection 2.5(b) hereof and, if appropriate, selecting the Interest Period therefor. The Borrower's written request for the advance of the Term Loans shall be further reduced as a result request for the advance of the application entire amount of prepayments the Term Loans and shall be evidenced by a Request for Term Loans substantially in the form of Exhibit "C" hereto (a "Term Loan Request"), duly executed by an Authorized Officer of the Borrower. Promptly upon receipt of such Class notice, the Agent shall notify each Bank of the Borrower's request, and each such Bank shall make its pro rata share of such advance under the Term Loans available at the Agent's principal office in immediately available funds no later than 4:00 P.M. (Pittsburgh, Pennsylvania time) on the date of the requested advance of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; andLoans.
(ii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate principal amount of all Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, as applicable, outstanding on such date[Intentionally omitted.]
Appears in 1 contract
Sources: Credit Agreement (Education Management Corporation)
Term Loans. Each of the The Borrower and the Subsidiary Borrowers shallmay, jointly and severally, repay upon at least three Business Days’ prior notice to the Administrative Agent (stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of the Term Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified prepayment of any Eurodollar Rate Loan is made by the Borrower in writing):
(i) for the ratable account of the Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, other than on the last Business Day day of each Marchan Interest Period for such Loan, June, September and December, commencing with the first such date Borrower shall also pay any amounts owing pursuant to occur after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Amendment No. 2 Effective Date Section 2.13 (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective DateBreakage Costs); provided, further, that (A) such payments each partial prepayment shall be reduced in an aggregate amount not less than $5,000,000 or integral multiples of $1,000,000 in excess thereof and that any such partial prepayment shall be applied to the remaining installments of such outstanding principal amount of the Term Loans in the inverse order of their maturities; and provided, further, that, any such prepayment (i) which results in a prepayment in full of the Term Loans of any Lender with such reduction applied ratably among the proceeds of (or in exchange for) either (x) new term loans (other than the Additional Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as under this Agreement or (y) a result of new credit facility obtained by the application of prepayments of Term Loans made after Borrower or the Amendment No. 2 Effective Date other Loan Parties in the bank loan market and (ii) for which notice was given on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05December 19, and (B) such payments of any Class of Term Loans 2004, shall be further reduced as accompanied by a result prepayment premium equal to 1.00% of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05; and
(ii) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate principal amount of all such prepayment. Upon the giving of such notice of prepayment, the principal amount of the Term B-2 LoansLoans specified to be prepaid shall become due and payable on the date specified for such prepayment. Any prepayment of the Term Loans upon the refinancing, Term B-4 Loans and Term B-5 Loansin whole or in part, as applicable, outstanding on thereof shall be deemed to be an optional prepayment.
(g) Section 2.11(Fees) is hereby amended by inserting the following new paragraph (d) at the end of such date.section:
Appears in 1 contract
Term Loans. Each of the Borrower and the Subsidiary Borrowers shall, jointly and severally, repay to the Administrative Agent (with any such payments to be allocated among the Borrower and the Subsidiary Borrowers ratably in accordance with their then outstanding Designated Amounts except as specified by the Borrower in writing):
(i) for the ratable account of the Term Lenders holding Term B-2 Loans, Term B-4 Loans and Term B-5 Loans, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Amendment No. 2 Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-2 Loans outstanding on the Amendment No. 2 Effective Date (including any Term B-2 Loans that were extended and converted into Term B-4 Loans on the Amendment No. 5 Effective Date and any Term B-2 Loans that were extended and converted into Term B-5 Loans on the Restatement Effective Date); provided, that (A) such payments shall be reduced (with such reduction applied ratably among Term B-2 Loans, Term B-4 Loans and Term B-5 Loans) as a result of the application of prepayments of Term Loans made after the Amendment No. 2 Effective Date and on or prior to the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05, and (B) such payments of any Class of Term Loans shall be further reduced as a result of the application of prepayments of such Class of Term Loans made after the Restatement Date in accordance with the applicable order of priority set forth in Section 2.05;
(ii) for the ratable account of the Term B-6 Lenders, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the First Amendment Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-6 Loans outstanding on the First Amendment Effective Date; provided that such payments of Term B-6 Loans shall be reduced as a result of the application of prepayments of Term B-6 Loans made after the First Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05;
(iii) for the ratable account of the Term B-7 Lenders, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Third Amendment Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-7 Loans outstanding on the Third Amendment Effective Date (including any Term B-4 Loans and Term B-5 Loans that were converted into Term B-7 Loans on the Third Amendment Effective Date); provided that such payments of Term B-7 Loans shall be reduced as a result of the application of prepayments of Term B-7 Loans made after the Third Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05;
(iv) for the ratable account of the Term B-8 Lenders, on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Third Amendment Effective Date, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-8 Loans outstanding on the Third Amendment Effective Date (including any Term B-4 Loans, Term B-5 Loans and Term B-6 Loans that were converted into Term B-8 Loans on the Third Amendment Effective Date); provided that such payments of Term B-8 Loans shall be reduced as a result of the application of prepayments of Term B-8 Loans made after the Third Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05; and
(iiv) for the ratable account of the Term B-9 Lenders, on the last Business Day of each March, June, September and December, commencing on the last Business Day of September, 2014, an aggregate amount equal to 0.25% of the aggregate amount of all Term B-9 Loans outstanding on the Fourth Amendment Effective Date (including any Term B-7 Loans that were converted into Term B-9 Loans on the Fourth Amendment Effective Date); provided that such payments of Term B-9 Loans shall be reduced as a result of the application of prepayments of Term B-9 Loans made after the Fourth Amendment Effective Date in accordance with the applicable order of priority set forth in Section 2.05;
(vi) for the ratable account of the Term B-10 Lenders, on the last Business Day of each March, June, September and December, commencing on the last Business Day of September, 2014, an aggregate amount equal to 0.25% of the aggregate amount of all
(vii) (v) for the ratable account of the applicable Class of Term Lenders, on the Maturity Date for any Class of Term Loans, the aggregate principal amount of all Term B-2 Loans, Term B-4 Loans, Term B-5 Loans, Term B-6 Loans, Term B-7 Loans and, Term B-8 Loans, Term B-9 Loans and Term B-5 B-10 Loans, as applicable, outstanding on such date.
Appears in 1 contract
Sources: Credit Agreement (West Corp)