Additional Term Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefrom, the US Borrower shall have the right to request on one or more occasions from the period on and after the First Amendment Effective Date to, and including, the Additional A-1 Term Loan Commitment Termination Date that one or more Banks (and/or one or more other Persons which will become Banks as provided below) provide Additional A-1 Term Loan Commitments and, subject to the terms and conditions contained in this Agreement and the relevant Additional A-1 Term Loan Commitment Agreement, make A-1 Term Loans on any Additional A-1 Term Loan Borrowing Date pursuant to Section 1.01(a)(F), it being understood and agreed, however, that (i) no Bank shall be obligated to provide an Additional A-1 Term Loan Commitment as a result of any request by the US Borrower, and until such time, if any, as (x) such Bank has agreed in its sole discretion to provide an Additional A-1 Term Loan Commitment and executed and delivered to the Administrative Agent an Additional A-1 Term Loan Commitment Agreement as provided in clause (b) of this Section 1.17 and (y) the other conditions set forth in Section 1.17(b) shall have been satisfied, such Bank shall not be obligated to fund any A-1 Term Loans pursuant to an Additional A-1 Term Loan Commitment, (ii) any Bank (or, in the circumstances contemplated by clause (vi) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional A-1 Term Loan Commitment without the consent of any other Bank, (iii) each provision of Additional A-1 Term Loan Commitments pursuant to this Section 1.17 on a given date shall be in a minimum aggregate amount (for all Banks (including in the circumstances contemplated by clause (vi) below, Eligible Transferees who will become Banks)) of at least $1,000,000, (iv) the aggregate amount of all Additional A-1 Term Loan Commitments permitted to be provided pursuant to this Section 1.17 shall not exceed $5,000,000, (v) other than the Additional A-1 Term Loan Scheduled Repayments in respect of the Additional A-1 Term Loan Commitments which shall be as set forth in Section 4.02(b)(F) of this Agreement, the A-1 Term Loans made pursuant to the Additional A-1 Term Loan Commitment shall be on the same terms and conditions set forth in this Credit Agreement and the other Credit Documents pertaining to A-1 Term Loans, (vi) if, after the US Borrower has requested the then existing Banks (other than Defaulting Banks) to provide Additional A-1 Term Loan Commitments pursuant to this Section 1.17 the US Borrower has not received Additional A-1 Term Loan Commitments in an aggregate amount equal to that amount of Additional A-1 Term Loan Commitments which the US Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the US Borrower as provided below), then the US Borrower may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), request Additional A-1 Term Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in an aggregate amount equal to such deficiency on terms (including Fees to be paid to such Eligible Transferee) which are no more favorable to such Eligible Transferee in any respect than the terms offered to the then existing Lenders and (vii) the proceeds of all A-1 Term Loans made pursuant to Additional A-1 Term Loan Commitments shall be used to repurchase, redeem or otherwise retire outstanding Senior Subordinated Notes in accordance with Section 8.11(i)(z) and to pay the fees and expenses incurred in connection therewith. (b) At the time of any provision of Additional A-1 Term Loan Commitments pursuant to this Section 1.17, (i) the US Borrower, the Administrative Agent and each such Bank or other Eligible Transferee (each an "Additional A-1 Term Loan Bank") which agrees to provide an Additional A-1 Term Loan Commitment shall execute and deliver to the Administrative Agent an Additional A-1 Term Loan Commitment Agreement substantially in the form of Exhibit O (appropriately completed), with the effectiveness of such Additional A-1 Term Loan Bank's Additional A-1 Term Loan Commitment (the "Additional A-1 Term Loan Commitment Date") to occur upon delivery of such Additional A-1 Term Loan Commitment Agreement to the Administrative Agent and the satisfaction of the other conditions in this Section 1.17(b) to the reasonable satisfaction of the Administrative Agent, (ii) the Administrative Agent shall receive from the US Borrower (or, to the extent agreed to by the US Borrower and the respective Additional A-1 Term Loan Bank, from such respective Additional A-1 Term Loan Bank) the payment of a non-refundable fee of $3,500 for each Eligible Transferee which becomes a Bank pursuant to this Section 1.17, (iii) the US Borrower, in coordination with the Administrative Agent, shall ensure that each Bank participate in each Borrowing of A-1 Term Loans pro rata (after giving effect to any increase in A-1 Term Loans pursuant to this Section 1.17) and with the US Borrower being obligated to pay the respective Banks the costs of the type referenced to in Section 1.11 in connection with any such Borrowing; provided that notwithstanding the above, the Borrowing of A-1 Term Loans pursuant to any Additional A-1 Term Loan Commitment on each Additional A-1 Term Loan Borrowing Date may have an initial Interest Period commencing on such date (or on the date that is three Business Days thereafter in the event such A-1 Term Loan is initially made as a Base Rate Loan) and ending on December 31, 2001, and any Bank that has made such A-1 Term Loans as Eurodollar Loans shall be entitled to receive an effective interest rate on such A-1 Term Loans as is equal to the Euro Rate as in effect three Business Days prior to the incurrence (or conversion) of such A-1 Term Loans plus the then Applicable Margin for such A-1 Term Loans, (iv) the US Borrower shall deliver to the Administrative Agent a certificate of its chief financial officer demonstrating in reasonable detail that the A-1 Term Loans to be incurred pursuant to an Additional A-1 Term Loan Commitment may be incurred in accordance with, and not violate any provisions of, the Senior Subordinated Note Indenture, and (v) the US Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the US Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Restatement Effective Date pursuant to Section 5.04 as may be reasonably requested by the Administrative Agent, including, without limitation, that any A-1 Term Loans incurred pursuant to an Additional A-1 Term Loan Commitment will not violate any provisions of the Senior Subordinated Note Indenture and will constitute "Senior Debt" as defined in the Senior Subordinated Note Indenture, and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Bank as to the effectiveness of each Additional A-1 Term Loan Commitment Agreement, and (i) at such time Schedule I shall be deemed modified to reflect the Additional A-1 Term Loan Commitments of such Additional A-1 Term Loan Bank and (ii) upon surrender of any old A-1 Term Loans by the respective Additional A-1 Term Loan Bank (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the US Borrower), to the extent requested by any Additional A-1 Term Loan Bank, a new A-1 Term Note will be issued, at the US Borrower's expense, to such Additional A-1 Term Loan Bank, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the revised A-1 Term Loan of such Bank.
Appears in 1 contract
Sources: Credit Agreement (Aearo Corp)
Additional Term Loan Commitments. (a) So long as no Default or Event The Borrower may at any -------------------------------- time prior to the second anniversary of Default then exists or would result therefromthe Closing Date at its sole cost, the US Borrower shall have the right to expense and effort, request on any one or more occasions from of the period on Lenders (the decision to be within the sole and after the First Amendment Effective Date to, and including, the Additional A-1 Term Loan Commitment Termination Date that one or more Banks (and/or one or more other Persons which will become Banks as provided below) provide Additional A-1 Term Loan Commitments and, subject to the terms and conditions contained in this Agreement and the relevant Additional A-1 Term Loan Commitment Agreement, make A-1 Term Loans on any Additional A-1 Term Loan Borrowing Date pursuant to Section 1.01(a)(Fabsolute discretion of each Lender), it being understood and agreed, however, that (i) no Bank shall be obligated to provide an Additional A-1 Term Loan Commitment as a result of any request by the US Borrower, and until such time, if any, as (x) such Bank has agreed in its sole discretion to provide an Additional A-1 Term Loan Commitment and executed and delivered to the Administrative Agent an Additional A-1 Term Loan Commitment Agreement as provided in clause (b) of this Section 1.17 and (y) the other conditions set forth in Section 1.17(b) shall have been satisfied, such Bank shall not be obligated to fund any A-1 Term Loans pursuant to an Additional A-1 Term Loan Commitment, (ii) any Bank (or, in the circumstances contemplated by clause (vi) below, or any other Person which will qualify as an Eligible Transferee) may so provide an Additional A-1 Term Loan Commitment without the consent of any other Bank, (iii) each provision of Additional A-1 Term Loan Commitments pursuant to this Section 1.17 on a given date shall be in a minimum aggregate amount (for all Banks (including in the circumstances contemplated by clause (vi) below, Eligible Transferees who will become Banks)) of at least $1,000,000, (iv) the aggregate amount of all Additional A-1 Term Loan Commitments permitted to be provided pursuant to this Section 1.17 shall not exceed $5,000,000, (v) other than the Additional A-1 Term Loan Scheduled Repayments in respect of the Additional A-1 Term Loan Commitments which shall be as set forth in Section 4.02(b)(F) of this Agreement, the A-1 Term Loans made pursuant to the Additional A-1 Term Loan Commitment shall be on the same terms and conditions set forth in this Credit Agreement and the other Credit Documents pertaining to A-1 Term Loans, (vi) if, after the US Borrower has requested the then existing Banks (other than Defaulting Banks) to provide Additional A-1 Term Loan Commitments pursuant to this Section 1.17 the US Borrower has not received Additional A-1 Term Loan Commitments in an aggregate amount equal to that amount of Additional A-1 Term Loan Commitments which the US Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the US Borrower as provided below), then the US Borrower may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), request Additional A-1 Term Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in an aggregate amount equal to such deficiency on terms (including Fees to be paid to such Eligible Transferee) which are no more favorable to such Eligible Transferee in any respect than the terms offered to the then existing Lenders and (vii) the proceeds of all A-1 Term Loans made pursuant to Additional A-1 Term Loan Commitments shall be used to repurchase, redeem or otherwise retire outstanding Senior Subordinated Notes in accordance with Section 8.11(i)(z) and to pay the fees and expenses incurred in connection therewith.
(b) At the time of any provision of Additional A-1 Term Loan Commitments pursuant to this Section 1.17, (i) the US Borrower, the Administrative Agent and each such Bank or other Eligible Transferee (each an "Additional A-1 Term Loan Bank") which agrees to provide an Additional A-1 Term Loan Commitment shall execute and deliver to the Administrative Agent an Additional A-1 Term Loan Commitment Agreement substantially in the form of Exhibit O (appropriately completed), with the effectiveness of such Additional A-1 Term Loan Bank's Additional A-1 Term Loan Commitment (the "Additional A-1 Term Loan Commitment Date") to occur upon delivery of such Additional A-1 Term Loan Commitment Agreement to the Administrative Agent and the satisfaction of the other conditions in this Section 1.17(b) to the reasonable satisfaction of the Administrative Agent, (ii) the Administrative Agent shall receive from the US Borrower (or, to the extent agreed to by the US Borrower and the respective Additional A-1 Term Loan Bank, from such respective Additional A-1 Term Loan Bank) the payment of a non-refundable fee of $3,500 for each Eligible Transferee which becomes a Bank pursuant to this Section 1.17, (iii) the US Borrower, in coordination with the Administrative Agent, shall ensure that each Bank participate in each Borrowing of A-1 Term Loans pro rata (after giving effect to any increase in A-1 Term Loans pursuant to this Section 1.17) and with the US Borrower being obligated to pay the respective Banks the costs of the type referenced to in Section 1.11 in connection with any such Borrowing; provided that notwithstanding the above, the Borrowing of A-1 Term Loans pursuant to any Additional A-1 Term Loan Commitment on each Additional A-1 Term Loan Borrowing Date may have an initial Interest Period commencing on such date (or on the date that is three Business Days thereafter in the event such A-1 Term Loan is initially made as a Base Rate Loan) and ending on December 31, 2001, and any Bank that has made such A-1 Term Loans as Eurodollar Loans shall be entitled to receive an effective interest rate on such A-1 Term Loans as is equal to the Euro Rate as in effect three Business Days prior to the incurrence (or conversion) of such A-1 Term Loans plus the then Applicable Margin for such A-1 Term Loans, (iv) the US Borrower shall deliver to the Administrative Agent a certificate of its chief financial officer demonstrating in reasonable detail that the A-1 Term Loans to be incurred pursuant to an Additional A-1 Term Loan Commitment may be incurred in accordance with, and not violate any provisions of, the Senior Subordinated Note Indenture, and (v) the US Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to commit to make an Additional Term Loan, by submitting an Additional Term Loan Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be, to the US Borrower Administrative Agent. If such an Additional Term Loan Supplement is in all respects reasonably satisfactory to the Administrative Agent, the Administrative Agent shall execute such Additional Term Loan Supplement and dated deliver a copy thereof to the Borrower and each such dateLender or other Person, covering as the case may be. Upon execution and delivery of such Additional Term Loan Supplement by the Administrative Agent, (i) in the case of each such Lender, such Lender's Additional Term Loan Commitment with respect thereto shall be in the matters amount set forth in such Additional Term Loan Supplement, and (ii) in the opinions case of counsel each such other Person, such other Person shall thereupon become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender" having an Additional Term Loan Commitment as set forth in such Additional Term Loan Supplement; provided, however, that:
(A) immediately after giving effect thereto, the aggregate Additional Term Loan Commitments plus the sum of all increases in the aggregate Revolving Commitments made pursuant to Section 2.5(f), if any, shall not exceed $500,000,000;
(B) each such request for Additional Term Loan Commitments shall be in an amount not less than $50,000,000 or such amount plus an integral multiple of $25,000,000;
(C) the right to request Additional Term Loan Commitments shall not be exercised on more than two occasions;
(D) each such other Person shall have delivered to the Administrative Agent on and the Restatement Effective Date Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 5.04 as may be reasonably requested by 3.7; and
(E) the Administrative Agent, including, without limitation, that any A-1 Term Loans incurred pursuant Borrower shall have delivered to an Additional A-1 Term Loan Commitment will not violate any provisions of the Senior Subordinated Note Indenture and will constitute "Senior Debt" as defined in the Senior Subordinated Note Indenture, and such other matters as the Administrative Agent may reasonably request. The and each Lender a certificate of a Financial Officer demonstrating pro-forma compliance with the terms of this Agreement through the Additional Term Loan Maturity Date and the Administrative Agent shall promptly notify each Bank have received such certificates, legal opinions and other items as to the effectiveness of each it shall reasonably request in connection with such Additional A-1 Term Loan Commitment Agreement, and (i) at such time Schedule I shall be deemed modified to reflect the Additional A-1 Term Loan Commitments of such Additional A-1 Term Loan Bank and (ii) upon surrender of any old A-1 Term Loans by the respective Additional A-1 Term Loan Bank (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the US Borrower), to the extent requested by any Additional A-1 Term Loan Bank, a new A-1 Term Note will be issued, at the US Borrower's expense, to such Additional A-1 Term Loan Bank, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the revised A-1 Term Loan of such BankCommitments.
Appears in 1 contract
Additional Term Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefromThe Borrower may, the US Borrower shall have the right to at any time at its sole cost, expense and effort, request on any one or more occasions from of the period on Lenders, an Affiliate of a Lender or an Approved Fund of a Lender (the decision to be within the sole and after the First Amendment Effective Date toabsolute discretion of such Lender, and including, the Additional A-1 Term Loan Commitment Termination Date that one Affiliate or more Banks (and/or one or more other Persons which will become Banks as provided below) provide Additional A-1 Term Loan Commitments and, subject to the terms and conditions contained in this Agreement and the relevant Additional A-1 Term Loan Commitment Agreement, make A-1 Term Loans on any Additional A-1 Term Loan Borrowing Date pursuant to Section 1.01(a)(FApproved Fund), it being understood and agreed, however, that (i) no Bank shall be obligated to provide an Additional A-1 Term Loan Commitment as a result of any request by the US Borrower, and until such time, if any, as (x) such Bank has agreed in its sole discretion to provide an Additional A-1 Term Loan Commitment and executed and delivered to the Administrative Agent an Additional A-1 Term Loan Commitment Agreement as provided in clause (b) of this Section 1.17 and (y) the other conditions set forth in Section 1.17(b) shall have been satisfied, such Bank shall not be obligated to fund any A-1 Term Loans pursuant to an Additional A-1 Term Loan Commitment, (ii) any Bank (or, in the circumstances contemplated by clause (vi) below, or any other Person which will qualify as an Eligible Transferee) may so provide an Additional A-1 Term Loan Commitment without the consent of any other Bank, (iii) each provision of Additional A-1 Term Loan Commitments pursuant to this Section 1.17 on a given date shall be in a minimum aggregate amount (for all Banks (including in the circumstances contemplated by clause (vi) below, Eligible Transferees who will become Banks)) of at least $1,000,000, (iv) the aggregate amount of all Additional A-1 Term Loan Commitments permitted to be provided pursuant to this Section 1.17 shall not exceed $5,000,000, (v) other than the Additional A-1 Term Loan Scheduled Repayments in respect of the Additional A-1 Term Loan Commitments which shall be as set forth in Section 4.02(b)(F) of this Agreement, the A-1 Term Loans made pursuant to the Additional A-1 Term Loan Commitment shall be on the same terms and conditions set forth in this Credit Agreement and the other Credit Documents pertaining to A-1 Term Loans, (vi) if, after the US Borrower has requested the then existing Banks (other than Defaulting Banks) to provide Additional A-1 Term Loan Commitments pursuant to this Section 1.17 the US Borrower has not received Additional A-1 Term Loan Commitments in an aggregate amount equal to that amount of Additional A-1 Term Loan Commitments which the US Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the US Borrower as provided below), then the US Borrower may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), request Additional A-1 Term Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in an aggregate amount equal to such deficiency on terms (including Fees to be paid to such Eligible Transferee) which are no more favorable to such Eligible Transferee in any respect than the terms offered to the then existing Lenders and (vii) the proceeds of all A-1 Term Loans made pursuant to Additional A-1 Term Loan Commitments shall be used to repurchase, redeem or otherwise retire outstanding Senior Subordinated Notes in accordance with Section 8.11(i)(z) and to pay the fees and expenses incurred in connection therewith.
(b) At the time of any provision of Additional A-1 Term Loan Commitments pursuant to this Section 1.17, (i) the US Borrower, the Administrative Agent and each such Bank or other Eligible Transferee (each an "Additional A-1 Term Loan Bank") which agrees to provide an Additional A-1 Term Loan Commitment shall execute and deliver to the Administrative Agent an Additional A-1 Term Loan Commitment Agreement substantially in the form of Exhibit O (appropriately completed), with the effectiveness of such Additional A-1 Term Loan Bank's Additional A-1 Term Loan Commitment (the "Additional A-1 Term Loan Commitment Date") to occur upon delivery of such Additional A-1 Term Loan Commitment Agreement to the Administrative Agent and the satisfaction of the other conditions in this Section 1.17(b) to the reasonable satisfaction of the Administrative Agent, (ii) the Administrative Agent shall receive from the US Borrower (or, to the extent agreed to by the US Borrower and the respective Additional A-1 Term Loan Bank, from such respective Additional A-1 Term Loan Bank) the payment of a non-refundable fee of $3,500 for each Eligible Transferee which becomes a Bank pursuant to this Section 1.17, (iii) the US Borrower, in coordination with the Administrative Agent, shall ensure that each Bank participate in each Borrowing of A-1 Term Loans pro rata (after giving effect to any increase in A-1 Term Loans pursuant to this Section 1.17) and with the US Borrower being obligated to pay the respective Banks the costs of the type referenced to in Section 1.11 in connection with any such Borrowing; provided that notwithstanding the above, the Borrowing of A-1 Term Loans pursuant to any Additional A-1 Term Loan Commitment on each Additional A-1 Term Loan Borrowing Date may have an initial Interest Period commencing on such date (or on the date that is three Business Days thereafter in the event such A-1 Term Loan is initially made as a Base Rate Loan) and ending on December 31, 2001, and any Bank that has made such A-1 Term Loans as Eurodollar Loans shall be entitled to receive an effective interest rate on such A-1 Term Loans as is equal to the Euro Rate as in effect three Business Days prior to the incurrence (or conversion) of such A-1 Term Loans plus the then Applicable Margin for such A-1 Term Loans, (iv) the US Borrower shall deliver to the Administrative Agent a certificate of its chief financial officer demonstrating in reasonable detail that the A-1 Term Loans to be incurred pursuant to an Additional A-1 Term Loan Commitment may be incurred in accordance with, and not violate any provisions of, the Senior Subordinated Note Indenture, and (v) the US Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to commit to make an Additional Term Loan, by submitting an Additional Term Loan Supplement duly executed by the Borrower and each such Lender, Affiliate, Approved Fund or other Person, as the case may be, to the US Borrower Administrative Agent. If such an Additional Term Loan Supplement is in all respects reasonably satisfactory to the Administrative Agent, the Administrative Agent shall execute such Additional Term Loan Supplement and dated deliver a copy thereof to the Borrower and each such dateLender, covering Affiliate, Approved Fund or other Person, as the case may be. Upon execution and delivery of such Additional Term Loan Supplement by the Administrative Agent, (i) in the case of each such Lender, such Lender’s Additional Term Loan Commitment with respect thereto shall be in the matters amount set forth in such Additional Term Loan Supplement, and (ii) in the opinions case of counsel each such Affiliate, Approved Fund or other Person, such Affiliate, Approved Fund or other Person shall thereupon become a party hereto and shall for all purposes of the Loan Documents be deemed a “Lender” having an Additional Term Loan Commitment as set forth in such Additional Term Loan Supplement; provided, however, that:
(A) immediately after giving effect thereto, the aggregate Additional Term Loan Commitments plus the sum of all increases in the aggregate Revolving Commitments made pursuant to Section 2.5(d), if any, shall not exceed $500,000,000;
(B) each such request for Additional Term Loan Commitments shall be in an amount not less than $25,000,000 or such amount plus an integral multiple of $5,000,000;
(C) the rate of interest per annum applicable to each series of Additional Term Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders in the primary syndicate providing such Additional Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all such Lenders) determined as of the date of the making of such Additional Term Loans shall not be greater than 0.50% above the interest rate then in effect for the B Term Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount paid to all Lenders in the primary syndicate of the B Term Loans, as such, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all such Lenders); provided that if such rate of interest per annum applicable to each series of Additional Term Loans is greater than 0.50% above such interest rate then in effect for the B Term Loans, the definition of “Applicable Margin” shall be automatically amended with respect to the A Term Loans and the B Term Loans so that such rate of interest per annum applicable to each series of Additional Term Loans is not greater than 0.50% above such interest rate in effect for the A Term Loans and the B Term Loans, as so amended;
(D) each such Affiliate, Approved Fund or other Person shall have delivered to the Administrative Agent on and the Restatement Effective Date Borrower all forms, if any, that are required to be delivered by such Affiliate, Approved Fund or other Person pursuant to Section 5.04 as may be reasonably requested by 3.7;
(E) the Administrative Agent, including, without limitation, that any A-1 Term Loans incurred pursuant Borrower shall have delivered to an Additional A-1 Term Loan Commitment will not violate any provisions of the Senior Subordinated Note Indenture and will constitute "Senior Debt" as defined in the Senior Subordinated Note Indenture, and such other matters as the Administrative Agent may reasonably request. The for further distribution to each Lender a certificate of a Financial Officer demonstrating compliance on a Pro Forma Basis with the Financial Covenants through the applicable Additional Term Loan Maturity Date and the Administrative Agent shall promptly notify each Bank have received such customary certificates, legal opinions and other items as to the effectiveness of each it shall reasonably request in connection with such Additional A-1 Term Loan Commitment AgreementCommitments;
(F) the Additional Term Loans shall have a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the B Term Loans; and
(iG) at such time Schedule I shall be deemed modified to reflect the Additional A-1 Term Loan Commitments of such Additional A-1 Term Loan Bank and (ii) upon surrender of any old A-1 Term Loans by the respective Additional A-1 Term Loan Bank (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the US Borrower), to the extent requested by any Additional A-1 Term Loan Bank, a new A-1 Term Note will be issued, at the US Borrower's expense, after giving effect to such Additional A-1 Term Loan BankLoans, to there shall not have occurred and be in conformity with the requirements continuing any Default or Event of Section 1.05 (with appropriate modifications) to the extent needed to reflect the revised A-1 Term Loan of such BankDefault.
Appears in 1 contract
Additional Term Loan Commitments. (a) So long as no Default or Event of Default then exists or would result therefromThe Borrower may, the US Borrower shall have the right to at any time at its sole cost, expense and effort, request on any one or more occasions from of the period on Lenders (the decision to be within the sole and after the First Amendment Effective Date to, and including, the Additional A-1 Term Loan Commitment Termination Date that one or more Banks (and/or one or more other Persons which will become Banks as provided below) provide Additional A-1 Term Loan Commitments and, subject to the terms and conditions contained in this Agreement and the relevant Additional A-1 Term Loan Commitment Agreement, make A-1 Term Loans on any Additional A-1 Term Loan Borrowing Date pursuant to Section 1.01(a)(Fabsolute discretion of each Lender), it being understood and agreed, however, that (i) no Bank shall be obligated to provide an Additional A-1 Term Loan Commitment as a result of any request by the US Borrower, and until such time, if any, as (x) such Bank has agreed in its sole discretion to provide an Additional A-1 Term Loan Commitment and executed and delivered to the Administrative Agent an Additional A-1 Term Loan Commitment Agreement as provided in clause (b) of this Section 1.17 and (y) the other conditions set forth in Section 1.17(b) shall have been satisfied, such Bank shall not be obligated to fund any A-1 Term Loans pursuant to an Additional A-1 Term Loan Commitment, (ii) any Bank (or, in the circumstances contemplated by clause (vi) below, or any other Person which will qualify as an Eligible Transferee) may so provide an Additional A-1 Term Loan Commitment without the consent of any other Bank, (iii) each provision of Additional A-1 Term Loan Commitments pursuant to this Section 1.17 on a given date shall be in a minimum aggregate amount (for all Banks (including in the circumstances contemplated by clause (vi) below, Eligible Transferees who will become Banks)) of at least $1,000,000, (iv) the aggregate amount of all Additional A-1 Term Loan Commitments permitted to be provided pursuant to this Section 1.17 shall not exceed $5,000,000, (v) other than the Additional A-1 Term Loan Scheduled Repayments in respect of the Additional A-1 Term Loan Commitments which shall be as set forth in Section 4.02(b)(F) of this Agreement, the A-1 Term Loans made pursuant to the Additional A-1 Term Loan Commitment shall be on the same terms and conditions set forth in this Credit Agreement and the other Credit Documents pertaining to A-1 Term Loans, (vi) if, after the US Borrower has requested the then existing Banks (other than Defaulting Banks) to provide Additional A-1 Term Loan Commitments pursuant to this Section 1.17 the US Borrower has not received Additional A-1 Term Loan Commitments in an aggregate amount equal to that amount of Additional A-1 Term Loan Commitments which the US Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the US Borrower as provided below), then the US Borrower may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), request Additional A-1 Term Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in an aggregate amount equal to such deficiency on terms (including Fees to be paid to such Eligible Transferee) which are no more favorable to such Eligible Transferee in any respect than the terms offered to the then existing Lenders and (vii) the proceeds of all A-1 Term Loans made pursuant to Additional A-1 Term Loan Commitments shall be used to repurchase, redeem or otherwise retire outstanding Senior Subordinated Notes in accordance with Section 8.11(i)(z) and to pay the fees and expenses incurred in connection therewith.
(b) At the time of any provision of Additional A-1 Term Loan Commitments pursuant to this Section 1.17, (i) the US Borrower, the Administrative Agent and each such Bank or other Eligible Transferee (each an "Additional A-1 Term Loan Bank") which agrees to provide an Additional A-1 Term Loan Commitment shall execute and deliver to the Administrative Agent an Additional A-1 Term Loan Commitment Agreement substantially in the form of Exhibit O (appropriately completed), with the effectiveness of such Additional A-1 Term Loan Bank's Additional A-1 Term Loan Commitment (the "Additional A-1 Term Loan Commitment Date") to occur upon delivery of such Additional A-1 Term Loan Commitment Agreement to the Administrative Agent and the satisfaction of the other conditions in this Section 1.17(b) to the reasonable satisfaction of the Administrative Agent, (ii) the Administrative Agent shall receive from the US Borrower (or, to the extent agreed to by the US Borrower and the respective Additional A-1 Term Loan Bank, from such respective Additional A-1 Term Loan Bank) the payment of a non-refundable fee of $3,500 for each Eligible Transferee which becomes a Bank pursuant to this Section 1.17, (iii) the US Borrower, in coordination with the Administrative Agent, shall ensure that each Bank participate in each Borrowing of A-1 Term Loans pro rata (after giving effect to any increase in A-1 Term Loans pursuant to this Section 1.17) and with the US Borrower being obligated to pay the respective Banks the costs of the type referenced to in Section 1.11 in connection with any such Borrowing; provided that notwithstanding the above, the Borrowing of A-1 Term Loans pursuant to any Additional A-1 Term Loan Commitment on each Additional A-1 Term Loan Borrowing Date may have an initial Interest Period commencing on such date (or on the date that is three Business Days thereafter in the event such A-1 Term Loan is initially made as a Base Rate Loan) and ending on December 31, 2001, and any Bank that has made such A-1 Term Loans as Eurodollar Loans shall be entitled to receive an effective interest rate on such A-1 Term Loans as is equal to the Euro Rate as in effect three Business Days prior to the incurrence (or conversion) of such A-1 Term Loans plus the then Applicable Margin for such A-1 Term Loans, (iv) the US Borrower shall deliver to the Administrative Agent a certificate of its chief financial officer demonstrating in reasonable detail that the A-1 Term Loans to be incurred pursuant to an Additional A-1 Term Loan Commitment may be incurred in accordance with, and not violate any provisions of, the Senior Subordinated Note Indenture, and (v) the US Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to commit to make an Additional Term Loan, by submitting an Additional Term Loan Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be, to the US Borrower Administrative Agent. If such an Additional Term Loan Supplement is in all respects reasonably satisfactory to the Administrative Agent, the Administrative Agent shall execute such Additional Term Loan Supplement and dated deliver a copy thereof to the Borrower and each such dateLender or other Person, covering as the case may be. Upon execution and delivery of such Additional Term Loan Supplement by the Administrative Agent, (i) in the case of each such Lender, such Lender’s Additional Term Loan Commitment with respect thereto shall be in the matters amount set forth in such Additional Term Loan Supplement, and (ii) in the opinions case of counsel each such other Person, such other Person shall thereupon become a party hereto and shall for all purposes of the Loan Documents be deemed a “Lender” having an Additional Term Loan Commitment as set forth in such Additional Term Loan Supplement; provided, however, that:
(A) immediately after giving effect thereto, the aggregate Additional Term Loan Commitments (less the Restatement Commitments) plus the sum of all increases in the aggregate Revolving Commitments made pursuant to Section 2.5(f), if any, shall not exceed $500,000,000;
(B) each such request for Additional Term Loan Commitments shall be in an amount not less than $50,000,000 or such amount plus an integral multiple of $25,000,000;
(C) the rate of interest per annum applicable to each series of Future Additional Term Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Future Additional Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all such Lenders) determined as of the date of the making of such Future Additional Term Loans shall not be greater than 0.25% above the interest rate then in effect for the Restatement Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount paid to all Lenders of the Restatement Loans, as such, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all such Lenders);
(D) each such other Person shall have delivered to the Administrative Agent on and the Restatement Effective Date Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 5.04 as may be reasonably requested by 3.7; and
(E) the Administrative Agent, including, without limitation, that any A-1 Term Loans incurred pursuant Borrower shall have delivered to an Additional A-1 Term Loan Commitment will not violate any provisions of the Senior Subordinated Note Indenture and will constitute "Senior Debt" as defined in the Senior Subordinated Note Indenture, and such other matters as the Administrative Agent may reasonably request. The and each Lender a certificate of a Financial Officer demonstrating pro-forma compliance with the terms of this Agreement through the applicable Additional Term Loan Maturity Date and the Administrative Agent shall promptly notify each Bank have received such certificates, legal opinions and other items as to the effectiveness of each it shall reasonably request in connection with such Additional A-1 Term Loan Commitment Agreement, and (i) at such time Schedule I shall be deemed modified to reflect the Additional A-1 Term Loan Commitments of such Additional A-1 Term Loan Bank and (ii) upon surrender of any old A-1 Term Loans by the respective Additional A-1 Term Loan Bank (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the US Borrower), to the extent requested by any Additional A-1 Term Loan Bank, a new A-1 Term Note will be issued, at the US Borrower's expense, to such Additional A-1 Term Loan Bank, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the revised A-1 Term Loan of such BankCommitments.
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