Expansion Option. (i) The Borrower may from time to time after the Funding Date elect to increase the Aggregate Revolving Loan Commitment (each, a “Revolving Loan Increase”) or increase the aggregate principal amount of any Class of Term Loans or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum amounts of $50,000,000 and increments of $10,000,000 so long as, after giving effect thereto, the aggregate amount of such Revolving Loan Increases and such Incremental Term Loans does not exceed (A) $325,000,000 plus (B) an additional amount, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increases, taken as a whole, shall not exceed $100,000,000. The Borrower may arrange for any such Revolving Loan Increase or Incremental Term Loan to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans); provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent and, in the case of a Revolving Loan Increase, the Issuing Banks (which consent shall not be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders participating in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans pursuant to this Section 2.05(b)(i), as applicable. Revolving Loan Increases and Incremental Term Loans created pursuant to this Section 2.05(b)(i) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.05(b). Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment (or in the Revolving Loan Commitment of any Lender) or Incremental Term Loans shall become effective under this paragraph unless: (1) on the proposed date of the effectiveness of such increase or Incremental Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 5.02 shall be satisfied or waived by the Required Lenders; provided that if the proceeds of such Incremental Term Loans are being used to finance a Limited Condition Acquisition, (i) the condition set forth in such paragraph (a) shall be satisfied or waived by the Required Lenders as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and (ii) the condition set forth in such paragraph (b) shall be limited to the accuracy of the Specified Representations, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower; and (2) the Administrative Agent shall have received documents consistent with those delivered pursuant to Sections 5.01 and 5.02 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (including, without limitation, opinions of counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent). (ii) On the effective date of any Revolving Loan Increase, (A) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Loan Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a Borrowing/Election Notice delivered by the Borrower in accordance with the requirements of Section 2.07). The deemed payments made pursuant to clause (B) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.04 if the deemed payment occurs other than on the last day of the related Interest Periods. (iii) The terms and conditions of any Revolving Loan Increase and the Incremental Term Loans shall be, except as otherwise set forth herein or in the applicable Revolving Loan Increase or Incremental Term Loan Amendment, identical to those of the Revolving Loan Commitment and Term Loans, as applicable; provided that (A) if the All-in Yield for any Incremental Term Loans exceeds the All-in Yield for the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (B) no Incremental Term Maturity Date shall be earlier than the Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (D) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (E) the Incremental Term Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of the Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to Term Loans and (F) to the extent the terms of the Incremental Term Loans are inconsistent with the terms of the Term Loans (except as set forth in clauses (A), (B) and (C) above), such terms shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, all terms of any Revolving Loan Increase (including the Applicable Margin thereon) shall be identical to the terms of the Revolving Facility.
Appears in 4 contracts
Sources: Credit Agreement (Energizer SpinCo, Inc.), Credit Agreement (Energizer Holdings Inc), Escrow Agreement (Energizer SpinCo, Inc.)
Expansion Option. (i) The Borrower may from time to time after the Funding Closing Date elect to increase the Aggregate Revolving Loan Commitment (each, a “Revolving Loan Increase”) or increase the aggregate principal amount of any Class of Term Loans or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum amounts of $50,000,000 5,000,000 and increments of $10,000,000 1,000,000 so long as, after giving effect thereto, the aggregate amount of such Revolving Loan Increases and such Incremental Term Loans does not exceed exceed:
(A) (i) $325,000,000 150,000,000 plus (ii) the aggregate principal amount of any prepayments of (A) Term Loans pursuant to Section 2.04(a)(i) during such fiscal year and (B) to the extent accompanied by a permanent reduction in the Aggregate Revolving Loan Commitment, Revolving Loans (in each case, other than any such prepayment made with the proceeds of Indebtedness), plus
(B) an additional amount, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Net Leverage Ratio does not exceed 2.75 4.00 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increases, taken as a whole, shall not exceed $100,000,000. The Borrower may arrange for any such Revolving Loan Increase or Incremental Term Loan to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans); provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent and, in the case of a Revolving Loan Increase, the Issuing Banks (which consent shall not be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders participating in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans pursuant to this Section Section 2.05(b)(i), as applicable. Revolving Loan Increases and Incremental Term Loans created pursuant to this Section Section 2.05(b)(i) ), shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section Section 2.05(b). Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment (or in the Revolving Loan Commitment of any Lender) or Incremental Term Loans shall become effective under this paragraph unless:
(1) on the proposed date of the effectiveness of such increase or Incremental Term Loans, the conditions set forth in paragraphs (a) and (b) of Section Section 5.02 shall be satisfied or waived by the Required Lenders; provided that if the proceeds of such Incremental Term Loans are being used to finance a Limited Condition AcquisitionTransaction, (i) the condition set forth in such paragraph (a) shall be satisfied or waived by the Required Lenders as of the date the definitive acquisition agreements for such Limited Condition Acquisition Transaction are entered into and (ii) the condition set forth in such paragraph (b(b) shall be limited to the accuracy of the Specified Representations, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower; and
(2) the Administrative Agent shall have received documents consistent with those delivered pursuant to Sections 5.01 and 5.02 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (including, without limitation, opinions of counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent).
(ii) On the effective date of any Revolving Loan Increase, (A) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Loan Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a Borrowing/Election Notice delivered by the Borrower in accordance with the requirements of Section Section 2.07). The deemed payments made pursuant to clause (B) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.04 if the deemed payment occurs other than on the last day of the related Interest Periods.
(iii) The terms and conditions of any Revolving Loan Increase and the Incremental Term Loans shall be, except as otherwise set forth herein or in the applicable Revolving Loan Increase or Incremental Term Loan Amendment, identical to those of the Revolving Loan Commitment and Term Loans, as applicable; provided that (A) if the All-in Yield for any Incremental Term Loans exceeds the All-in Yield for the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (B) no Incremental Term Maturity Date shall be earlier than the Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (D) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (E) the Incremental Term Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of the Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to Term Loans and (F) to the extent the terms of the Incremental Term Loans are inconsistent with the terms of the Term Loans (except as set forth in clauses (A), (B) and (C) above), such terms shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, all terms of any Revolving Loan Increase (including the Applicable Margin thereon) shall be identical to the terms of the Revolving Facility.
Appears in 2 contracts
Sources: Refinancing Amendment (Inovalon Holdings, Inc.), Credit Agreement (Inovalon Holdings, Inc.)
Expansion Option. (ia) The Borrower Company may from time to time after the Funding Date elect to increase the Aggregate Revolving Loan Commitment (each, a “Revolving Loan Increase”) or increase the aggregate principal amount of any Class of Term Loans Commitments or enter into one or more additional tranches of term loans (each each, an “Incremental Term Loan”), in each case in a minimum amounts of $50,000,000 and increments amount of $10,000,000 and an integral multiple of $5,000,000 in excess thereof so long as, after giving effect thereto, the aggregate amount of such Revolving Loan Increases Commitment increases and all such Incremental Term Loans does not exceed (A) $325,000,000 plus (B) an additional amount, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increases, taken as a whole, shall not exceed $100,000,000Maximum Expansion Amount. The Borrower Company may arrange for any such Revolving Loan Increase Commitment increase or Incremental Term Loan to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Loan Commitments Commitments, or to participate in such Incremental Term Loans (it being agreed that any Lender approached to Loans, or provide any such new Revolving Loan Increase or Incremental Term Loans Commitments, as the case may elect or declinebe; provided, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans); provided that (i) each Augmenting Lender, Lender shall be subject to the approval of the Borrower Company and the Administrative Agent and, except in the case of a Revolving Loan Increasean Incremental Term Loan, the Swingline Lender and the Issuing Banks (Banks, which consent approvals shall not be unreasonably withheld or delayed), delayed and (ii) with respect to any Revolving Loan Increase, (xA) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”)D, and (yB) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”)E hereto. No consent of any Lender (other than the Lenders participating in the such Revolving Loan Increase Commitment increase or Incremental Term Loan) shall be required for any Revolving Loan Increase such increase or Incremental Term Loans Loan pursuant to this Section 2.05(b)(i)2.21.
(b) Revolving Commitment increases, as applicable. new Revolving Loan Increases Commitments and Incremental Term Loans created pursuant to this Section 2.05(b)(i) 2.21 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.05(b). Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment Commitments (or in the Revolving Loan Commitment of any Lender) or Incremental Term Loans Loan shall become effective under this paragraph unless:
unless (1i) on the proposed date of the effectiveness of such Revolving Commitment increase or Incremental Term LoansLoan, (A) the conditions set forth in paragraphs (a) and (b) of Section 5.02 4.02 shall be satisfied both before and immediately after giving effect to such Revolving Commitment increase or Incremental Term Loan or waived by the Required Lenders; provided that if the proceeds of such Incremental Term Loans are being used to finance a Limited Condition Acquisition, (i) the condition set forth in such paragraph (a) shall be satisfied or waived by the Required Lenders as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and (ii) the condition set forth in such paragraph (b) shall be limited to the accuracy of the Specified Representations, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower; and
Company and (2B) the Company shall be in pro forma compliance with the Consolidated Leverage Ratio covenant set forth in Section 6.09(a), with Consolidated Total Debt measured as of the date of and immediately after giving effect to any funding in connection with such Revolving Commitment increase or Incremental Term Loan (and the application of proceeds thereof to the repayment of any other Indebtedness) and Consolidated EBITDA measured for the Reference Period then most recently ended for which the Company has delivered Financial Statements, and (ii) the Administrative Agent shall have received documents (including legal opinions) consistent with those delivered pursuant to Sections 5.01 and 5.02 on the Effective Date as to the corporate power and authority of the Borrower Company to borrow hereunder immediately after giving effect to such Revolving Commitment increase (including, without limitation, opinions of counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent)or Incremental Term Loan.
(iic) On the effective date of any increase in the Revolving Loan IncreaseCommitments, (Ai) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such Revolving Commitment increase and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Applicable Percentage of such outstanding Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time Loans, and (Bii) the Borrower Company shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Loan Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a Borrowing/Election Notice notice delivered by the Borrower Company, in accordance with the requirements of Section 2.072.03). The deemed payments made pursuant to clause (Bii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate Loan, shall be subject to indemnification by the Borrower Company pursuant to the provisions of Section 4.04 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods.
(iiid) The terms and conditions of any Revolving Loan Increase and the Incremental Term Loans (i) shall be, except as otherwise set forth herein or in the applicable Revolving Loan Increase or Incremental Term Loan Amendment, identical to those of the Revolving Loan Commitment and Term Loans, as applicable; provided that (A) if the All-in Yield for any Incremental Term Loans exceeds the All-in Yield for the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (B) no Incremental Term Maturity Date shall be earlier than the Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (D) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Revolving Loans and none of the obligors or guarantors with respect thereto initial Term Loans, (ii) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (iii) shall be a Person treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided, that is not a (x) the terms and conditions applicable to any Incremental Term Loan Party, maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (Ey) the Incremental Term Loans may participate on a pro rata basis (or on a basis that is less be priced differently than pro rata) in any mandatory prepayments of the Revolving Loans and the initial Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to Term Loans and .
(Fe) to the extent the terms of the Incremental Term Loans are inconsistent with may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the terms of other Loan Documents, executed by the Company, each Increasing Lender participating in such Incremental Term Loans (except as set forth Loan, if any, each Augmenting Lender participating in clauses (A)such Incremental Term Loan, (B) if any, and (C) above), such terms shall be reasonably satisfactory to the Administrative Agent. For Each Incremental Term Loan Amendment may, without the avoidance of doubt, all terms consent of any Revolving other Lenders, effect such amendments to this Agreement and the other Loan Increase (including Documents as may be necessary or appropriate, in the Applicable Margin thereon) shall be identical to the terms reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.21. Nothing contained in this Section 2.21 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving FacilityCommitment hereunder, or provide Incremental Term Loans, at any time.
Appears in 2 contracts
Sources: Credit Agreement (Haemonetics Corp), Credit Agreement (Haemonetics Corp)
Expansion Option. (i) The Borrower Company may from time to time after the Funding Date elect to increase the Aggregate Revolving Loan Commitment (each, a “Revolving Loan Increase”) Commitments or increase the aggregate principal amount of any Class of Term Loans or enter into obtain one or more tranches of term loans by one or more Lenders to certain of the Company’s Foreign Subsidiaries (each an “Incremental Term LoanExpansion Foreign Loans”), in each case in minimum amounts of $50,000,000 and increments of $10,000,000 5,000,000 so long as, after giving effect thereto, (i) the aggregate amount of such Revolving Loan Increases increases and such Incremental Term Expansion Foreign Loans does not exceed $15,000,000 and (Aii) $325,000,000 plus (B) an additional amount, so long as, after giving effect the Dollar Amount of the total outstanding Revolving Loans made to the incurrence of such additional amount (Foreign Subsidiary Borrowers and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio Expansion Foreign Loans does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increases, taken as a whole, shall not exceed $100,000,000Foreign Borrower Sublimit. The Borrower Company may arrange for any such Revolving Loan Increase increase or Incremental Term Loan tranche to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, Commitment or to participate in such Incremental Term Loansa tranche, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments Commitments, or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase a tranche, or Incremental Term Loans extend Commitments, as the case may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans)be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower Company and the Administrative Agent and, in the case of a Revolving Loan Increase, the Issuing Banks (which consent shall not be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (eachC hereto, an “Increasing Lender Supplement”), with such modifications thereto as are reasonably required by the Administrative Agent to give effect to this Section 2.20 and (y) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (eachD hereto, an “Augmenting Lender Supplement”). No consent of any Lender (other than with such modifications thereto as are reasonably required by the Lenders participating in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans pursuant Administrative Agent to give effect to this Section 2.05(b)(i), as applicable2.20. Revolving Loan Increases and Incremental Term new Commitments and Expansion Foreign Loans created pursuant to this Section 2.05(b)(i) 2.20 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.05(b). Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment Commitments (or in the Revolving Loan Commitment of any Lender) or Incremental Term tranches of Expansion Foreign Loans shall become effective under this paragraph unless:
, (1i) on the proposed date of the effectiveness of such increase or Incremental Term Loanstranche, (x) the conditions set forth in paragraphs (a) and (b) of Section 5.02 shall be satisfied or waived by the Required Lenders; provided that if the proceeds of such Incremental Term Loans are being used to finance a Limited Condition Acquisition, (i) the condition set forth in such paragraph (a) 4.02 shall be satisfied or waived by the Required Lenders and (y) the Borrowers shall be in compliance, on a pro forma basis after giving effect to such increase in the Commitments or new tranche of loans, with the covenants contained in Section 6.11 recomputed as if such increase in the Commitments or new tranche of loans had occurred on the first day of the date the definitive acquisition agreements period for testing such Limited Condition Acquisition are entered into and (ii) the condition set forth in such paragraph (b) shall be limited to the accuracy of the Specified Representations, compliance and the Administrative Agent shall have received a certificate with respect to that effect the foregoing clauses (x) and (y) dated such date and executed by an Authorized a Financial Officer of the Borrower; and
Company and (2ii) the Administrative Agent shall have received received, to the extent it so requests, documents consistent with those delivered pursuant to Sections 5.01 and 5.02 on the Effective Date as to the corporate power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase (including, without limitation, opinions of counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent).
(ii) increase. On the effective date of any Revolving Loan Increaseincrease in the Commitments, (Ai) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Applicable Percentage of such outstanding Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time Loans, and (Bii) the Borrower Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Loan Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a Borrowing/Election Notice notice delivered by the Borrower Company in accordance with the requirements of Section 2.072.03). The deemed payments made pursuant to clause (Bii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate Eurocurrency Loan, shall be subject to indemnification by the Borrower Borrowers pursuant to the provisions of Section 4.04 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods.
. The Expansion Foreign Loans (iiia) The terms and conditions of any Revolving Loan Increase and the Incremental Term Loans shall be, except as otherwise set forth herein or in the applicable Revolving Loan Increase or Incremental Term Loan Amendment, identical to those of the Revolving Loan Commitment and Term Loans, as applicable; provided that (A) if the All-in Yield for any Incremental Term Loans exceeds the All-in Yield for the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (B) no Incremental Term Maturity Date shall be earlier than the Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (D) the Incremental Term Loans will rank pari passu in right of payment and with respect to of security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan PartyRevolving Loans, (Eb) shall not mature earlier than the Incremental Term Loans may participate on a pro rata basis Maturity Date (or on a basis that is less than pro rata) in any mandatory prepayments of the Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable have amortization prior to Term Loans and (F) to the extent the terms of the Incremental Term Loans are inconsistent with the terms of the Term Loans (except as set forth in clauses (A), (Bsuch date) and (Cc) above), such terms shall be reasonably satisfactory treated substantially the same as (and in any event no more favorably than) the Revolving Loans, provided that the Expansion Foreign Loans may be priced differently than the Revolving Loans. Expansion Foreign Loans may be made hereunder pursuant to an amendment (an “Expansion Loan Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. For The Expansion Loan Amendment may, without the avoidance of doubt, all terms consent of any Revolving other Lenders, effect such amendments to this Agreement and the other Loan Increase (including Documents as may be necessary or appropriate, in the Applicable Margin thereon) shall be identical to the terms reasonable opinion of the Revolving FacilityAdministrative Agent, to effect the provisions of this Section, including without limitation to effect the risk participation by the Lenders in the Expansion Foreign Loans.
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Sources: Credit Agreement (Photronics Inc)
Expansion Option. (ia) The Borrower may from time to time after the Funding Date elect to increase the Aggregate Revolving Loan Commitment Commitments (eachany such increase, a “Revolving Loan Increase”) or increase the aggregate principal amount of any Class of Term Loans or enter into one or more tranches of term loans (each an “Incremental Term LoanRevolving Increase”; the loans extended pursuant to such increase, the “Incremental Loans” and the commitments with respect thereto, the “Incremental Revolving Loan Commitments”), subject solely to the following terms and conditions:
(i) no existing Lender will be required to participate in each case in minimum amounts any such Incremental Revolving Increase without its consent;
(ii) no Default or Event of $50,000,000 and increments of $10,000,000 so long as, Default under the Financing Documents would exist after giving effect thereto;
(iii) immediately after giving effect thereto, the aggregate amount sum of such all increases (other than any increase in any Lender’s Revolving Loan Increases and such Incremental Term Loans does not exceed (ACommitment in order to replace another Lender pursuant to Section 9.04) $325,000,000 plus (B) an additional amount, so long as, after giving effect to in the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such aggregate Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 Commitments made pursuant to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increases, taken as a whole, this Section 2.21 shall not exceed $100,000,000. ; 58 Cleco Corporate Holdings LLC
(iv) each such increase of the aggregate Revolving Loan Commitments shall be in minimum increments of $10,000,000 or such remaining partial amount not to exceed the maximum aggregate increase set forth in clause (iii) above; and
(v) all representations and warranties made by the Borrower in any Financing Document shall be true and correct in all material respects (and to the extent that any such representation and warranty is otherwise qualified by materiality or material adverse effect, such representation and warranty shall be true and correct in all respects) on and as of the date of such request by the Borrower for an Incremental Revolving Loan Commitment (or to the extent that such representations and warranties specifically refer to a specified date, as of such specified date).
(b) The Borrower may arrange for any such Revolving Loan Increase or Incremental Term Loan increase to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such extend new Revolving Loan Increase or Incremental Term Loans Commitments, as the case may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans)be; provided that (i) each Increasing Lender and Augmenting Lender, Lender shall be subject to the approval of the Borrower and Borrower, the Administrative Agent and, in the case of a Revolving Loan Increase, the Issuing Banks (which consent shall not to be unreasonably withheld withheld, conditioned or delayed)) and each Issuing Bank, and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”)C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”)D hereto. No consent of any Lender (other than the Lenders participating in the Incremental Revolving Increases and new Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans pursuant to this Section 2.05(b)(i), as applicable. Revolving Loan Increases and Incremental Term Loans Commitments created pursuant to this Section 2.05(b)(i) 2.21 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.05(b). Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment (or in the Revolving Loan Commitment of any Lender) or Incremental Term Loans shall become effective under this paragraph unless:
(1) on the proposed date of the effectiveness of such increase or Incremental Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 5.02 shall be satisfied or waived by the Required Lenders; provided that if the proceeds of such Incremental Term Loans are being used to finance a Limited Condition Acquisition, (i) the condition set forth in such paragraph (a) shall be satisfied or waived by the Required Lenders as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and (ii) the condition set forth in such paragraph (b) shall be limited to the accuracy of the Specified Representations, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower; and
(2) the Administrative Agent shall have received documents consistent with those delivered pursuant to Sections 5.01 and 5.02 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (including, without limitation, opinions of counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent).
(iic) On the effective date of any Incremental Revolving Loan IncreaseIncrease being made, (Ai) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Applicable Percentage of such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time outstanding Loans, and (Bii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Incremental Revolving Loan Commitments Increase (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a Borrowing/Election Notice notice delivered by the Borrower Borrower, in accordance with the requirements of Section 2.072.03). The deemed payments made pursuant to clause (Bii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate Term SOFR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.04 2.17 if the deemed payment occurs other than on the last day of the related Interest Periods.
(iiid) The terms and conditions Without the consent of any Revolving Loan Increase other Lenders, the Increasing Lenders and/or Augmenting Lenders, the Borrower and the Incremental Term Loans shall beAdministrative Agent may effect such amendments to this Agreement and the other Financing Documents as may be necessary or appropriate, except as otherwise set forth herein or in the applicable Revolving Loan Increase or Incremental Term Loan Amendment, identical to those reasonable opinion of the Revolving Loan Commitment and Term Loans, as applicable; provided that (A) if the All-in Yield for any Incremental Term Loans exceeds the All-in Yield for the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (B) no Incremental Term Maturity Date shall be earlier than the Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (D) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (E) the Incremental Term Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of the Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to Term Loans and (F) to the extent the terms of the Incremental Term Loans are inconsistent with the terms of the Term Loans (except as set forth in clauses (A), (B) and (C) above), such terms shall be reasonably satisfactory to the Administrative Agent, to effect the provisions of this Section 2.21. For 59 Cleco Corporate Holdings LLC Nothing contained in this Section 2.21 shall constitute, or otherwise be deemed to be, a commitment on the avoidance of doubt, all terms part of any Lender to increase its Commitment hereunder, or provide Incremental Revolving Loan Increase (including Increases, at any time. This Section 2.21 shall supersede any provisions herein requiring pro rata treatment of the Applicable Margin thereon) shall be identical Lenders or Section 9.02 to the terms of the Revolving Facilitycontrary.
Appears in 1 contract
Expansion Option. (ia) The Borrower Borrowers may from time to time after the Funding Sixth Restatement Effective Date elect to increase the Aggregate Revolving Loan Commitment Commitments or any Extended Revolving Commitments (each, a the “Revolving Loan IncreaseIncreased Commitments”) or increase the aggregate principal amount of any Class of Term Loans or enter into add one or more tranches of term loans (each each, an “Incremental Term Loan”), as applicable, in each case in minimum amounts an aggregate principal amount of not less than $50,000,000 and increments of $10,000,000 25,000,000 so long as, as after giving effect thereto, the aggregate amount of all such Revolving Loan Increases Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans) does not exceed the sum of (Ai) $325,000,000 750,000,000, plus (Bii) an additional amount, unlimited amount so long asas on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn) the Consolidated Net Leverage Ratio is no greater than 4.00 to 1.0 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b); provided that Incremental Term Loans and Increased Commitments may be incurred under clauses (i) and (ii) above, after giving effect to and proceeds for any such incurrence may be utilized in a single transaction by first calculating the incurrence of such additional amount under clause (ii) above, and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increasessuch Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans) may, taken as subject to the conditions set forth in this Section 2.19 (including, without limitation, compliance with the covenants contained in Section 6.09 on a wholePro Forma Basis), shall not exceed $100,000,000be an unlimited amount . The applicable Borrower may arrange for any such Revolving Loan Increase increase or Incremental Term Loan tranche to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan CommitmentCommitment or Extended Revolving Commitments, or to participate in such Incremental Term LoansLoan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or Extended Revolving Commitments, or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans)Loan; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the applicable Borrower and the Administrative Agent and, in the case of a Revolving Loan Increasean Increased Commitment, the each Issuing Banks Bank and Swingline Lender (which consent shall such consents not to be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in . Without the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (Lenders other than the Lenders participating in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans pursuant to this Section 2.05(b)(i), as applicable. Revolving Loan Increases and Incremental Term Loans created pursuant to this Section 2.05(b)(i) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the applicable Borrower, to effect the provisions of this Section 2.05(b)2.19. Increases of Revolving Commitments, Extended Revolving Commitments and new Incremental Term Loans created pursuant to this Section 2.19 shall become effective on the date agreed by the applicable Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment (Commitments or in the Extended Revolving Loan Commitment of any Lender) Commitments or Incremental Term Loans shall become effective be permitted under this paragraph unless:
Section 2.19 unless (1i) on the proposed date of the effectiveness of such increase in the Revolving Commitments or Extended Revolving Commitments or borrowing of such Incremental Term Loans, Loan the conditions set forth in paragraphs clauses (a) and (b) of Section 5.02 shall be satisfied or waived by the Required Lenders; provided that if the proceeds of such Incremental Term Loans are being used to finance a Limited Condition Acquisition, (i) the condition set forth in such paragraph (a) 4.02 shall be satisfied or waived by the Required Lenders as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and (ii) the condition set forth in such paragraph (b) shall be limited to the accuracy of the Specified Representations, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower; and
Company, (2ii) the Administrative Agent shall have received such opinions and other certificates and documents consistent as it may reasonably request and (iii) the Company shall be in compliance, calculated on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn), with those the covenants contained in Section 6.09 as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Sections 5.01 and 5.02 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect Section 5.01(a) or (b) prior to such increase (including, without limitation, opinions of counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent).
(ii) time. On the effective date of any increase in the Revolving Loan IncreaseCommitments or Extended Revolving Commitments or any Incremental Term Loans being made (assuming that any Increased Commitments were fully drawn), (Ai) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) except in the case of any Incremental Term Loans, if, on the date of such increase, there are any Revolving Loans of the applicable Class outstanding, such Revolving Lender’s Pro Rata Share Loans shall on or prior to the effectiveness of such Increased Commitments be prepaid to the extent necessary from the proceeds of additional Revolving Credit Availability at Loans made hereunder by the Increasing Lenders and Augmenting Lenders, so that, after giving effect to such time prepayments and (B) any borrowings on such date of all or any portion of such Increased Commitments, the Borrower shall be deemed to have repaid and reborrowed principal balance of all outstanding Revolving Loans as of such Class owing to each Lender with a Revolving Commitment of such Class is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans of such Class. The Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Loan Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a Borrowing/Election Notice delivered by the Borrower in accordance with the requirements of Section 2.07)immediately preceding sentence. The deemed payments made pursuant to clause (Bii) of the immediately second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate Loan, shall be subject to indemnification by the applicable Borrower pursuant to the provisions of Section 4.04 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods.
(iii) . The terms and conditions of any Revolving Loan Increase and the Incremental Term Loans shall be, except be as otherwise set forth herein or in the applicable Revolving Loan Increase or amendment to this Agreement providing for such Incremental Term Loan Amendment, identical to those of the Revolving Loan Commitment and Term Loans, as applicable; provided that (Ai) if no Lender will be required to participate in any such Incremental Term Loan, (ii) the All-in Yield for final maturity date of any Incremental Term Loans exceeds the All-in Yield for the Term Loans by more shall be no earlier than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”)July 14, then the Applicable Rate for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans2020, (B) no Incremental Term Maturity Date shall be earlier than the Term Loan Maturity Date, (Ciii) the Weighted Average Life to Maturity of any such Incremental Term Loans shall not be no shorter than the then remaining Weighted Average Life to Maturity of the any then existing Term Loans, (Div) Incremental Term Loans shall not participate on a greater than pro rata basis with the other Term Loans in any optional or mandatory prepayment hereunder, (v) the interest margins, fees and original issue discount for the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (E) determined by the Incremental Term Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of Borrower and the Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to Term Loans and (F) to the extent the terms lenders of the Incremental Term Loans; and (vi) any Increased Commitments shall be on terms and pursuant to documentation applicable to the Revolving Commitments or Extended Revolving Commitments and any Incremental Term Loans shall be on terms and pursuant to documentation to be determined, provided that, to the extent such terms and documentation are inconsistent not consistent with the terms of the Term Loans U.S. Revolving Credit Facility and European Revolving Credit Facility (except as set forth in clauses to the extent permitted by clause (Aii), (Biii), (iv) and or (Cv) above), such terms ) they shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, all terms The applicable Borrower shall seek commitments in respect of any Revolving Loan Increase (including the Applicable Margin thereon) shall be identical Increased Commitments from existing Lenders or from additional banks, financial institutions and other institutional lenders reasonably acceptable to the terms of Administrative Agent who will become Lenders in connection therewith.
(b) This Section 2.19 shall override any provisions in Section 9.02 to the Revolving Facilitycontrary.
Appears in 1 contract
Expansion Option. (i) The Borrower may from time to time after the Funding later of the Revolving Commitment Increase Date and the Vulcan Expiration Date elect to increase the Aggregate Revolving Loan Commitment (each, a “Revolving Loan Increase”) or increase the aggregate principal amount of any Class of Term Loans Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum amounts of $50,000,000 and increments of $10,000,000 so long as, after giving effect thereto, the aggregate amount of such Revolving Loan Increases increases and all such Incremental Term Loans does not exceed (A) $325,000,000 plus (B) an additional amount, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increases, taken as a whole, shall not exceed $100,000,000150,000,000. The Borrower may arrange for any such Revolving Loan Increase increase or Incremental Term Loan tranche to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Loan Commitments Commitments, or to participate in such Incremental Term Loans (it being agreed that any Lender approached to Loans, or provide any such Revolving Loan Increase or Incremental Term Loans new Commitments, as the case may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans)be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent and, in the case of a Revolving Loan Increase, the Issuing Banks (which consent shall not be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”)C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders participating in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans pursuant to this Section 2.05(b)(i), as applicable. Revolving Loan Increases and Incremental Term Loans created pursuant to this Section 2.05(b)(i) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.05(b). Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment (or in the Revolving Loan Commitment of any Lender) or Incremental Term Loans shall become effective under this paragraph unless:
(1) on the proposed date of the effectiveness of such increase or Incremental Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 5.02 shall be satisfied or waived by the Required Lenders; provided that if the proceeds of such Incremental Term Loans are being used to finance a Limited Condition Acquisition, (i) the condition set forth in such paragraph (a) shall be satisfied or waived by the Required Lenders as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and (ii) the condition set forth in such paragraph (b) shall be limited to the accuracy of the Specified Representations, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower; and
(2) the Administrative Agent shall have received documents consistent with those delivered pursuant to Sections 5.01 and 5.02 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (including, without limitation, opinions of counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent).
(ii) On the effective date of any Revolving Loan Increase, (A) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Loan Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a Borrowing/Election Notice delivered by the Borrower in accordance with the requirements of Section 2.07). The deemed payments made pursuant to clause (B) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.04 if the deemed payment occurs other than on the last day of the related Interest Periods.
(iii) The terms and conditions of any Revolving Loan Increase and the Incremental Term Loans shall be, except as otherwise set forth herein or in the applicable Revolving Loan Increase or Incremental Term Loan Amendment, identical to those of the Revolving Loan Commitment and Term Loans, as applicable; provided that (A) if the All-in Yield for any Incremental Term Loans exceeds the All-in Yield for the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (B) no Incremental Term Maturity Date shall be earlier than the Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (D) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (E) the Incremental Term Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of the Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to Term Loans and (F) to the extent the terms of the Incremental Term Loans are inconsistent with the terms of the Term Loans (except as set forth in clauses (A), (B) and (C) above), such terms shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, all terms of any Revolving Loan Increase (including the Applicable Margin thereon) shall be identical to the terms of the Revolving Facility.
Appears in 1 contract
Sources: Credit Agreement (Almost Family Inc)
Expansion Option. (i) The Borrower Company may from time to time after the Funding Date elect to increase the Aggregate Revolving Loan Commitment (each, a “Revolving Loan Increase”) or increase the aggregate principal amount of any Class of Term Loans Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum amounts of $50,000,000 and increments of $10,000,000 so long as, after giving effect thereto, the aggregate amount of such Revolving Loan Increases increases and all such Incremental Term Loans does not exceed (A) $325,000,000 plus (B) an additional amount200,000,000; provided that, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that in no event shall the aggregate principal amount of all such (i) increases in the Revolving Loan Increases, taken as a whole, shall not Commitments exceed $100,000,000100,000,000 at any time and (ii) Incremental Term Loans exceed $100,000,000 at any time. The Borrower Company may arrange for any such Revolving Loan Increase increase or Incremental Term Loan tranche to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments Commitments, or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Loans, or extend Revolving Loan Increase or Incremental Term Loans Commitments, as the case may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans)be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower Company and the Administrative Agent and, in the case of a Revolving Loan Increase, the Issuing Banks (which consent shall not be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower Company and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”)C hereto, and (y) in the case of an Augmenting Lender, the Borrower Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”)D hereto. No consent of any Lender (other than the Lenders participating in the Revolving Loan Increase increase or any Incremental Term Loan) shall be required for any increase in Revolving Loan Increase Commitments or Incremental Term Loans Loan pursuant to this Section 2.05(b)(i), as applicable2.20. Increases and new Revolving Loan Increases Commitments and Incremental Term Loans created pursuant to this Section 2.05(b)(i) 2.20 shall become effective on the date agreed by the BorrowerCompany, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Company and (B) the Company shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.17 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender's portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerBorrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.05(b)2.20. Notwithstanding Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the foregoing, no increase in the Aggregate Revolving Loan Commitment (or in the Revolving Loan Commitment part of any Lender) Lender to increase its Revolving Commitment hereunder, or Incremental Term Loans shall become effective under this paragraph unless:
(1) on the proposed date of the effectiveness of such increase or provide Incremental Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 5.02 shall be satisfied or waived by the Required Lenders; provided that if the proceeds of such Incremental Term Loans are being used to finance a Limited Condition Acquisition, (i) the condition set forth in such paragraph (a) shall be satisfied or waived by the Required Lenders as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and (ii) the condition set forth in such paragraph (b) shall be limited to the accuracy of the Specified Representations, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower; and
(2) the Administrative Agent shall have received documents consistent with those delivered pursuant to Sections 5.01 and 5.02 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (including, without limitation, opinions of counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent)at any time.
(ii) On the effective date of any Revolving Loan Increase, (A) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Loan Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a Borrowing/Election Notice delivered by the Borrower in accordance with the requirements of Section 2.07). The deemed payments made pursuant to clause (B) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.04 if the deemed payment occurs other than on the last day of the related Interest Periods.
(iii) The terms and conditions of any Revolving Loan Increase and the Incremental Term Loans shall be, except as otherwise set forth herein or in the applicable Revolving Loan Increase or Incremental Term Loan Amendment, identical to those of the Revolving Loan Commitment and Term Loans, as applicable; provided that (A) if the All-in Yield for any Incremental Term Loans exceeds the All-in Yield for the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (B) no Incremental Term Maturity Date shall be earlier than the Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (D) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (E) the Incremental Term Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of the Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to Term Loans and (F) to the extent the terms of the Incremental Term Loans are inconsistent with the terms of the Term Loans (except as set forth in clauses (A), (B) and (C) above), such terms shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, all terms of any Revolving Loan Increase (including the Applicable Margin thereon) shall be identical to the terms of the Revolving Facility.
Appears in 1 contract
Sources: Credit Agreement (Kaman Corp)
Expansion Option. (ia) The Borrower may from time to time after the Funding Date elect to (x) increase the Aggregate Revolving Loan Commitment Commitments (eachany such increase, a an “Incremental Revolving Loan Increase”) or increase the aggregate principal amount of any Class of Term Loans or enter into and/or (y) add one or more incremental revolving credit facility tranches of term loans (each an “Incremental Term LoanRevolving Facility”); the Incremental Revolving Increases and the Incremental Revolving Facilities are collectively referred to as “Incremental Facilities”, the; the loans extended thereunderpursuant to such increase, the “Incremental Loans” and the commitments with respect thereto, the “Incremental Revolving Loan Commitments”) or a combination thereof in each case in minimum amounts of $50,000,000 and increments of $10,000,000 (i) an unlimited amount so long as, after giving effect thereto, the aggregate amount of such Revolving Loan Increases and such Incremental Term Loans does not exceed (A) $325,000,000 plus (B) an additional amount, so long as, on a Pro Forma Basis after giving effect to the incurrence of any such additional Incremental Facility (assuming the full amount thereof is drawn) and after giving effect to any acquisition consummated in connection therewith and all other appropriate pro forma adjustments, the Borrower is in compliance with Section 5.12 as of the last date of the immediately preceding Test Period plus, (and assuming for such purposes that ii) the entire amount of any such optional prepayments of the Revolving Loan Increase is fully funded), Loans or any Incremental Loans since the pro forma Senior Secured Leverage Ratio does not exceed 2.75 Effective Date to 1.00, the extent accompanied by a corresponding permanent reduction in the relevant Commitment (it being understood that the aggregate principal amount of all Revolving Loan Increases, taken as a whole, shall not exceed $100,000,000. The Borrower may arrange for any such Revolving Loan Increase or Incremental Term Loan to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans); provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower voluntary prepayment and the Administrative Agent and, in the case of a Revolving Loan Increase, the Issuing Banks (which consent shall not be unreasonably withheld or delayed), and (ii) permanent Commitment reduction financed with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders participating in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans pursuant to this Section 2.05(b)(i), as applicable. Revolving Loan Increases and Incremental Term Loans created pursuant to this Section 2.05(b)(i) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.05(b). Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment (or in the Revolving Loan Commitment of any Lender) or Incremental Term Loans shall become effective under this paragraph unless:
(1) on the proposed date of the effectiveness of such increase or Incremental Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 5.02 shall be satisfied or waived by the Required Lenders; provided that if the proceeds of such a substantially concurrent borrowing under an Incremental Term Loans are being used to finance a Limited Condition Acquisition, (i) the condition set forth in such paragraph (a) Revolving Facility shall be satisfied or waived by the Required Lenders as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and permitted under this clause (ii) the condition set forth )), in such paragraph (b) shall be limited each case, subject solely to the accuracy of the Specified Representations, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower; and
(2) the Administrative Agent shall have received documents consistent with those delivered pursuant to Sections 5.01 and 5.02 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (including, without limitation, opinions of counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent).
(ii) On the effective date of any Revolving Loan Increase, (A) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Loan Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a Borrowing/Election Notice delivered by the Borrower in accordance with the requirements of Section 2.07). The deemed payments made pursuant to clause (B) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.04 if the deemed payment occurs other than on the last day of the related Interest Periods.
(iii) The following terms and conditions of any Revolving Loan Increase and the Incremental Term Loans shall be, except as otherwise set forth herein or in the applicable Revolving Loan Increase or Incremental Term Loan Amendment, identical to those of the Revolving Loan Commitment and Term Loans, as applicable; provided that (A) if the All-in Yield for any Incremental Term Loans exceeds the All-in Yield for the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (B) no Incremental Term Maturity Date shall be earlier than the Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (D) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (E) the Incremental Term Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of the Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to Term Loans and (F) to the extent the terms of the Incremental Term Loans are inconsistent with the terms of the Term Loans (except as set forth in clauses (A), (B) and (C) above), such terms shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, all terms of any Revolving Loan Increase (including the Applicable Margin thereon) shall be identical to the terms of the Revolving Facility.conditions:
Appears in 1 contract
Sources: Credit Agreement (Cleco Power LLC)
Expansion Option. (ia) The Borrower Borrowers may from time to time after the Funding Restatement Effective Date elect to increase the Aggregate Revolving Loan Commitment Commitments or any Extended Revolving Commitments (each, a the “Revolving Loan IncreaseIncreased Commitments”) or increase the aggregate principal amount of any Class of Term Loans or enter into add one or more tranches of term loans (each each, an “Incremental Term Loan”), as applicable, in each case in minimum amounts an aggregate principal amount of not less than $50,000,000 and increments of $10,000,000 25,000,000 so long as, as after giving effect thereto, the aggregate amount of all such Revolving Loan Increases Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans) does not exceed the sum of (Ai) $325,000,000 750,000,000, plus (Bii) an additional amount, unlimited amount so long asas on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn) the Consolidated Net Leverage Ratio is no greater than 4.00 to 1.0 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b); provided that Incremental Term Loans and Increased Commitments may be incurred under clauses (i) and (ii) above, after giving effect to and proceeds for any such incurrence may be utilized in a single transaction by first calculating the incurrence of such additional amount under clause (ii) above, and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increasessuch Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans) may, taken as subject to the conditions set forth in this Section 2.19 (including, without limitation, compliance with the covenants contained in Section 6.09 on a wholePro Forma Basis), shall not exceed $100,000,000be an unlimited amount . The applicable Borrower may arrange for any such Revolving Loan Increase increase or Incremental Term Loan tranche to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan CommitmentCommitment or Extended Revolving Commitments, or to participate in such Incremental Term LoansLoan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or Extended Revolving Commitments, or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans)Loan; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the applicable Borrower and the Administrative Agent and, in the case of a Revolving Loan Increasean Increased Commitment, the each Issuing Banks Bank and Swingline Lender (which consent shall such consents not to be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in . Without the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (Lenders other than the Lenders participating in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans pursuant to this Section 2.05(b)(i), as applicable. Revolving Loan Increases and Incremental Term Loans created pursuant to this Section 2.05(b)(i) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the applicable Borrower, to effect the provisions of this Section 2.05(b)2.19. Increases of Revolving Commitments, Extended Revolving Commitments and new Incremental Term Loans created pursuant to this Section 2.19 shall become effective on the date agreed by the applicable Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment (Commitments or in the Extended Revolving Loan Commitment of any Lender) Commitments or Incremental Term Loans shall become effective be permitted under this paragraph unless:
Section 2.19 unless (1i) on the proposed date of the effectiveness of such increase in the Revolving Commitments or Extended Revolving Commitments or borrowing of such Incremental Term Loans, Loan the conditions set forth in paragraphs clauses (a) and (b) of Section 5.02 shall be satisfied or waived by the Required Lenders; provided that if the proceeds of such Incremental Term Loans are being used to finance a Limited Condition Acquisition, (i) the condition set forth in such paragraph (a) 4.02 shall be satisfied or waived by the Required Lenders as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and (ii) the condition set forth in such paragraph (b) shall be limited to the accuracy of the Specified Representations, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower; and
Company, (2ii) the Administrative Agent shall have received such opinions and other certificates and documents consistent as it may reasonably request and (iii) the Company shall be in compliance, calculated on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn), with those the covenants contained in Section 6.09 as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Sections 5.01 and 5.02 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect Section 5.01(a) or (b) prior to such increase (including, without limitation, opinions of counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent).
(ii) time. On the effective date of any increase in the Revolving Loan IncreaseCommitments or Extended Revolving Commitments or any Incremental Term Loans being made (assuming that any Increased Commitments were fully drawn), (Ai) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) except in the case of any Incremental Term Loans, if, on the date of such increase, there are any Revolving Loans of the applicable Class outstanding, such Revolving Lender’s Pro Rata Share Loans shall on or prior to the effectiveness of such Increased Commitments be prepaid to the extent necessary from the proceeds of additional Revolving Credit Availability at Loans made hereunder by the Increasing Lenders and Augmenting Lenders, so that, after giving effect to such time prepayments and (B) any borrowings on such date of all or any portion of such Increased Commitments, the Borrower shall be deemed to have repaid and reborrowed principal balance of all outstanding Revolving Loans as of such Class owing to each Lender with a Revolving Commitment of such Class is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans of such Class. The Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Loan Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a Borrowing/Election Notice delivered by the Borrower in accordance with the requirements of Section 2.07)immediately preceding sentence. The deemed payments made pursuant to clause (Bii) of the immediately second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate Loan, shall be subject to indemnification by the applicable Borrower pursuant to the provisions of Section 4.04 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods.
(iii) . The terms and conditions of any Revolving Loan Increase and the Incremental Term Loans shall be, except be as otherwise set forth herein or in the applicable Revolving Loan Increase or amendment to this Agreement providing for such Incremental Term Loan Amendment, identical to those of the Revolving Loan Commitment and Term Loans, as applicable; provided that (Ai) if no Lender will be required to participate in any such Incremental Term Loan, (ii) the All-in Yield for final maturity date of any Incremental Term Loans exceeds the All-in Yield for the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (B) no Incremental Term Maturity Date shall be no earlier than the European Term A Loan Maturity Date, (Ciii) the Weighted Average Life to Maturity of any such Incremental Term Loans shall not be no shorter than the then remaining Weighted Average Life to Maturity of the European Term A Loans, (Div) Incremental Term Loans shall not participate on a greater than pro rata basis with the other Term Loans in any optional or mandatory prepayment hereunder, (v) the interest margins, fees and original issue discount for the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (E) determined by the Incremental Term Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of Borrower and the Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to Term Loans and (F) to the extent the terms lenders of the Incremental Term Loans; and (vi) any Increased Commitments shall be on terms and pursuant to documentation applicable to the Revolving Commitments or Extended Revolving Commitments and any Incremental Term Loans shall be on terms and pursuant to documentation to be determined, provided that, to the extent such terms and documentation are inconsistent not consistent with the terms of the U.S. Revolving Credit Facility, European Term Loans A Loan facility and European Revolving Credit Facility (except as set forth in clauses to the extent permitted by clause (Aii), (Biii), (iv) and or (Cv) above), such terms ) they shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, all terms The applicable Borrower shall seek commitments in respect of any Revolving Loan Increase (including the Applicable Margin thereon) shall be identical Increased Commitments from existing Lenders or from additional banks, financial institutions and other institutional lenders reasonably acceptable to the terms of Administrative Agent who will become Lenders in connection therewith.
(b) This Section 2.19 shall override any provisions in Section 9.02 to the Revolving Facilitycontrary.
Appears in 1 contract
Expansion Option. (i) The Borrower Company may from time to time after the Funding Restatement Effective Date elect to increase the Aggregate Revolving Loan Commitment (each, a “Revolving Loan Increase”) or increase total Multicurrency Tranche Commitments and/or the aggregate principal amount of any Class of Term Loans total Dollar Tranche Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum amounts of $50,000,000 and increments of $10,000,000 25,000,000 so long as, after giving effect thereto, the aggregate amount of such Revolving Loan Increases increases and all such Incremental Term Loans does not exceed the sum of (A) $325,000,000 250,000,000 plus (B) an additional amount, so long as, after giving effect to the incurrence of such unlimited additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increases, taken as a whole, shall not exceed $100,000,000. The Borrower may arrange for any such Revolving Loan Increase or Incremental Term Loan to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans); provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent andthat, in the case of this clause (B) only, after giving effect (including giving effect on a Revolving Loan Increase, Pro Forma Basis reasonably acceptable to the Issuing Banks (which consent shall not be unreasonably withheld or delayed), and (iiAdministrative Agent) with respect to any Revolving Loan Increase, (x) such increase in the case of an Increasing LenderMulticurrency Tranche Commitments, the Borrower and such Increasing Lender execute an agreement substantially increase in the form Dollar Tranche Commitments and/or tranche of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders participating in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans pursuant to this Section 2.05(b)(i)(assuming that any such incremental Multicurrency Tranche Commitments, as applicable. Revolving Loan Increases incremental Dollar Tranche Commitments and Incremental Term Loans created pursuant to this Section 2.05(b)(i) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.05(b). Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment (or in the Revolving Loan Commitment of any Lender) or Incremental Term Loans shall become effective under this paragraph unless:
(1) on the proposed date of the effectiveness of such increase or Incremental Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 5.02 shall be satisfied or waived by the Required Lenders; provided that if the proceeds of such Incremental Term Loans are being used drawn in full), the Senior Secured Leverage Ratio is equal to finance a Limited Condition Acquisition, or less than the Applicable Senior Secured Leverage Ratio Level (i) the condition set forth in such paragraph (a) shall be satisfied or waived by the Required Lenders as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and (ii) the condition set forth in such paragraph (b) shall be limited other than to the accuracy of the Specified Representationsextent such increased Multicurrency Tranche Commitments, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower; and
(2) the Administrative Agent shall have received documents consistent with those delivered increased Dollar Tranche Commitments and/or such Incremental Term Loans are incurred pursuant to Sections 5.01 and 5.02 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (including, without limitation, opinions of counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent).
(ii) On the effective date of any Revolving Loan Increase, (A) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Loan Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a Borrowing/Election Notice delivered by the Borrower in accordance with the requirements of Section 2.07). The deemed payments made pursuant to this clause (B) concurrently with the incurrence of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid andincreased Multicurrency Tranche Commitments, in respect of each Eurodollar Rate Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.04 if the deemed payment occurs other than on the last day of the related Interest Periods.
(iii) The terms and conditions of any Revolving Loan Increase and the increased Dollar Tranche Commitments and/or Incremental Term Loans shall be, except as otherwise set forth herein or in the applicable Revolving Loan Increase or Incremental Term Loan Amendment, identical to those of the Revolving Loan Commitment and Term Loans, as applicable; provided that reliance on clause (A) if above, in which case the All-in Yield for any Incremental Term Loans exceeds the All-in Yield for the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred Senior Secured Leverage Ratio shall be permitted to herein as the “Yield Differential”), then exceed the Applicable Rate for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (B) no Incremental Term Maturity Date shall be earlier than the Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (D) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (E) the Incremental Term Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of the Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to Term Loans and (F) Senior Secured Leverage Ratio Level to the extent the terms of the Incremental Term Loans are inconsistent with the terms of the Term Loans (except as set forth in clauses (A), (B) and (C) above), such terms shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, all terms of any Revolving Loan Increase (including the Applicable Margin thereon) shall be identical to the terms of the Revolving Facility.increased Multicurrency Tranche Commitments,
Appears in 1 contract
Sources: Credit Agreement (Cimpress N.V.)
Expansion Option. (ia) The Borrower Borrowers may from time to time after the Funding Restatement Effective Date elect to increase the Aggregate Revolving Loan Commitment Commitments or any Extended Revolving Commitments (each, a the “Revolving Loan IncreaseIncreased Commitments”) or increase the aggregate principal amount of any Class of Term Loans or enter into add one or more tranches of term loans (each each, an “Incremental Term Loan”), as applicable, in each case in minimum amounts an aggregate principal amount of not less than $50,000,000 and increments of $10,000,000 25,000,000 so long as, as after giving effect thereto, the aggregate amount of all such Revolving Loan Increases Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans) does not exceed the sum of (Ai) $325,000,000 750,000,000, plus (Bii) an additional amount, unlimited amount so long as, after giving effect to the incurrence of such additional amount as on a Pro Forma Basis (and assuming for such purposes this purpose that all Increased Commitments were fully drawn) the entire Consolidated Net Leverage Ratio is no greater than 4.50 to 1.0 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), plus (iii) the principal amount of any voluntary prepayments of Term Loans and voluntary reductions of Revolving Commitments (to the extent accompanied by a permanent reduction in such Revolving Loan Increase is fully fundedCommitments), in each case other than to the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00extent financed with the proceeds of long-term Indebtedness; provided that Incremental Term Loans and Increased Commitments may be incurred under clauses (i), it being understood (ii) and (iii) above, and proceeds for any such incurrence may be utilized in a single transaction by first calculating the incurrence under clause (ii) above, except that during a Covenant Suspension Period, the aggregate principal amount of all Revolving Loan Increasessuch Increased Commitments and all such Incremental Term Loans (other than Refinancing Term Loans) may, taken as subject to the conditions set forth in this Section 2.19 (including, without limitation, compliance with the covenants contained in Section 6.09 on a wholePro Forma Basis), shall not exceed $100,000,000be an unlimited amount . The applicable Borrower may arrange for any such Revolving Loan Increase increase or Incremental Term Loan tranche to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan CommitmentCommitment or Extended Revolving Commitments, or to participate in such Incremental Term LoansLoan, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or Extended Revolving Commitments, or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans)Loan; provided that (i) each Augmenting Lender (and, in the case of an Increased Commitment, each Increasing Lender, ) shall be subject to the approval of the applicable Borrower and the Administrative Agent and, in the case of a Revolving Loan Increasean Increased Commitment, the each Issuing Banks Bank and Swingline Lender (which consent shall such consents not to be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in . Without the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (Lenders other than the Lenders participating in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans pursuant to this Section 2.05(b)(i), as applicable. Revolving Loan Increases and Incremental Term Loans created pursuant to this Section 2.05(b)(i) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents may be amended pursuant to an Additional Credit Extension Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the applicable Borrower, to effect the provisions of this Section 2.05(b)2.19. Increases of Revolving Commitments, Extended Revolving Commitments and new Incremental Term Loans created pursuant to this Section 2.19 shall become effective on the date agreed by the applicable Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment (Commitments or in the Extended Revolving Loan Commitment of any Lender) Commitments or Incremental Term Loans shall become effective be permitted under this paragraph unless:
Section 2.19 unless (1i) on the proposed date of the effectiveness of such increase in the Revolving Commitments or Extended Revolving Commitments or borrowing of such Incremental Term Loans, Loan the conditions set forth in paragraphs clauses (a) and (b) of Section 5.02 shall be satisfied or waived by the Required Lenders; provided that if the proceeds of such Incremental Term Loans are being used to finance a Limited Condition Acquisition, (i) the condition set forth in such paragraph (a) 4.02 shall be satisfied or waived by the Required Lenders as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and (ii) the condition set forth in such paragraph (b) shall be limited to the accuracy of the Specified Representations, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower; and
Company, (2ii) the Administrative Agent shall have received such opinions and other certificates and documents consistent as it may reasonably request and (iii) the Company shall be in compliance, calculated on a Pro Forma Basis (assuming for this purpose that all Increased Commitments were fully drawn), with those the covenants contained in Section 6.09 as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Sections 5.01 and 5.02 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect Section 5.01(a) or (b) prior to such increase (including, without limitation, opinions of counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent).
(ii) time. On the effective date of any increase in the Revolving Loan IncreaseCommitments or Extended Revolving Commitments or any Incremental Term Loans being made (assuming that any Increased Commitments were fully drawn), (Ai) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) except in the case of any Incremental Term Loans, if, on the date of such increase, there are any Revolving Loans of the applicable Class outstanding, such Revolving Lender’s Pro Rata Share Loans shall on or prior to the effectiveness of such Increased Commitments be prepaid to the extent necessary from the proceeds of additional Revolving Credit Availability at Loans made hereunder by the Increasing Lenders and Augmenting Lenders, so that, after giving effect to such time prepayments and (B) any borrowings on such date of all or any portion of such Increased Commitments, the Borrower shall be deemed to have repaid and reborrowed principal balance of all outstanding Revolving Loans as of such Class owing to each Lender with a Revolving Commitment of such Class is equal to such Lender’s pro rata share (after giving effect to any nonratable Increased Commitment pursuant to this Section 2.19) of all then outstanding Revolving Loans of such Class. The Administrative Agent and the date of any increase Lenders hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the Revolving Loan Commitments (with such reborrowing transactions effected pursuant to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a Borrowing/Election Notice delivered by the Borrower in accordance with the requirements of Section 2.07)immediately preceding sentence. The deemed payments made pursuant to clause (Bii) of the immediately second preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate Loan, shall be subject to indemnification by the applicable Borrower pursuant to the provisions of Section 4.04 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods.
(iii) . The terms and conditions of any Revolving Loan Increase and the Incremental Term Loans shall be, except be as otherwise set forth herein or in the applicable Revolving Loan Increase or amendment to this Agreement providing for such Incremental Term Loan Amendment, identical to those of the Revolving Loan Commitment and Term Loans, as applicable; provided that (Ai) if no Lender will be required to participate in any such Incremental Facility, (ii) the All-in Yield for final maturity date of any Incremental Term Loans exceeds the All-in Yield for the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (B) no Incremental Term Maturity Date shall be no earlier than the U.S. Term A Loan Maturity Date, U.S. Term A-1 Loan Maturity Date, European Term A-1 Loan Maturity Date, European Term A-2 Loan Maturity Date or European Term A Loan Maturity Date, (Ciii) the Weighted Average Life to Maturity of any such Incremental Term Loans shall not be no shorter than the then remaining Weighted Average Life to Maturity of the U.S. Term A Loans, U.S. Term A-1 Loans, European Term A Loans, European Term A-1 Loans or European Term A-2 Loans, (Div) Incremental Term Loans shall not participate on a greater than pro rata basis with the other Term Loans in any optional or mandatory prepayment hereunder, (v) the interest margins, fees and original issue discount for the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (E) determined by the Incremental Term Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of Borrower and the Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to Term Loans and (F) to the extent the terms lenders of the Incremental Term Loans; (vi) Incremental Term Loans are inconsistent and Increased Commitments shall be secured on a pari passu basis with the terms other Loans of the applicable Borrower and (vii) any Increased Commitments shall be on terms and pursuant to documentation applicable to the Revolving Commitments or Extended Revolving Commitments and any Incremental Term Loans shall be on terms and pursuant to documentation to be determined, provided that, to the extent such terms and documentation are not consistent with the U.S. Term A Loan facility, U.S. Term A-1 Loan facility, U.S. Revolving Credit Facility, European Term A Loan facility, European Term A-1 Loan facility, European Term A-2 Loan facility, and European Revolving Credit Facility (except as set forth in clauses to the extent permitted by clause (Aii), (Biii), (iv) and or (Cv) above), such terms ) they shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, all terms The applicable Borrower shall seek commitments in respect of any Revolving Loan Increase (including the Applicable Margin thereon) shall be identical Incremental Facility from existing Lenders or from additional banks, financial institutions and other institutional lenders reasonably acceptable to the terms of Administrative Agent who will become Lenders in connection therewith.
(b) This Section 2.19 shall override any provisions in Section 9.02 to the Revolving Facilitycontrary.
Appears in 1 contract
Expansion Option. (i) The Borrower Holdings may from time to time after the Funding Date elect to increase the Aggregate Revolving Loan Commitment (each, a “Revolving Loan Increase”) or increase the aggregate principal amount of any Class of Term Loans Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum amounts of $50,000,000 and increments of $10,000,000 5,000,000 so long as, after giving effect thereto, the aggregate amount of such Revolving Loan Increases increases and all such Incremental Term Loans does not exceed the sum of (Ai) $325,000,000 60,000,000 plus (Bii) an additional amount, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increases, taken Term Loans repaid as a whole, shall not exceed $100,000,000of the date of such election. The Borrower Holdings may arrange for any such Revolving Loan Increase increase or Incremental Term Loan tranche to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments Commitments, or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Loans, or extend Revolving Loan Increase or Incremental Term Loans Commitments, as the case may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans)be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower Holdings and the Administrative Agent and, in the case of a Revolving Loan Increase, the Issuing Banks (which consent shall such approvals not to be unreasonably withheld or delayed), ) and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower Holdings and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”)E hereto, and (y) in the case of an Augmenting Lender, the Borrower Holdings and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”)F hereto. No consent of any Lender (other than the Lenders participating in the Revolving Loan Increase increase or any Incremental Term Loan) shall be required for any increase in Revolving Loan Increase Commitments or Incremental Term Loans pursuant to this Section 2.05(b)(i), as applicable2.20. Increases and new Revolving Loan Increases Commitments and Incremental Term Loans created pursuant to this Section 2.05(b)(i) 2.20 shall become effective on the date agreed by the BorrowerHoldings, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of Holdings and (B) Holdings shall be in compliance (on a Pro Forma Basis) with the covenants contained in Section 6.12 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of such date (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the applicable Borrower in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerBorrowers, each Increasing Lender participating in such tranchetranche (if any), each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.05(b)2.20. Notwithstanding Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the foregoing, no increase in the Aggregate Revolving Loan Commitment (or in the Revolving Loan Commitment part of any Lender) Lender to increase its Revolving Commitment hereunder, or Incremental Term Loans shall become effective under this paragraph unless:
(1) on the proposed date of the effectiveness of such increase or provide Incremental Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 5.02 shall be satisfied or waived by the Required Lenders; provided that if the proceeds of such Incremental Term Loans are being used to finance a Limited Condition Acquisition, (i) the condition set forth in such paragraph (a) shall be satisfied or waived by the Required Lenders as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and (ii) the condition set forth in such paragraph (b) shall be limited to the accuracy of the Specified Representations, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower; and
(2) the Administrative Agent shall have received documents consistent with those delivered pursuant to Sections 5.01 and 5.02 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (including, without limitation, opinions of counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent)at any time.
(ii) On the effective date of any Revolving Loan Increase, (A) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Loan Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a Borrowing/Election Notice delivered by the Borrower in accordance with the requirements of Section 2.07). The deemed payments made pursuant to clause (B) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.04 if the deemed payment occurs other than on the last day of the related Interest Periods.
(iii) The terms and conditions of any Revolving Loan Increase and the Incremental Term Loans shall be, except as otherwise set forth herein or in the applicable Revolving Loan Increase or Incremental Term Loan Amendment, identical to those of the Revolving Loan Commitment and Term Loans, as applicable; provided that (A) if the All-in Yield for any Incremental Term Loans exceeds the All-in Yield for the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (B) no Incremental Term Maturity Date shall be earlier than the Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (D) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (E) the Incremental Term Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of the Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to Term Loans and (F) to the extent the terms of the Incremental Term Loans are inconsistent with the terms of the Term Loans (except as set forth in clauses (A), (B) and (C) above), such terms shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, all terms of any Revolving Loan Increase (including the Applicable Margin thereon) shall be identical to the terms of the Revolving Facility.
Appears in 1 contract
Expansion Option. (i) The Borrower may from time to time after the Funding Closing Date elect to increase the Aggregate Revolving Loan Commitment (each, a “Revolving Loan Increase”) or increase the aggregate principal amount of any Class of Term Loans or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum amounts of $50,000,000 and increments of $10,000,000 so long as, after giving effect thereto, the aggregate amount of such Revolving Loan Increases and such Incremental Term Loans (other than Incremental Term Loans in respect of Refinancing Term Loans) does not exceed (A) (i) an aggregate amount equal to the greater of (x) $325,000,000 600,000,000 and (y) 100.0% of Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended on or prior to such date for which Financial Statements have been delivered plus (ii) the aggregate principal amount of any prepayments of Term Loans (in the case of Term Loans consisting of Incremental Term Loans (or any refinancing thereof) solely to the extent incurred in reliance on this clause (A)) made pursuant to Section 2.04(a) following the Closing Date to the extent not funded with the proceeds of Indebtedness for borrowed money plus (B) an additional amount, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 3.00 to 1.001.00 (or, it being understood that if such Indebtedness is incurred in connection with a Permitted Acquisition, the aggregate principal amount of all Revolving Loan Increases, taken as a whole, shall not exceed $100,000,000. The Borrower may arrange for any such Revolving Loan Increase or Incremental Term Loan to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase Senior Secured Leverage Ratio in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Loan Commitments or to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loanseffect immediately prior thereto); provided that (i) each Augmenting Lenderthat, shall be subject to the approval of the Borrower and the Administrative Agent and, in the case of a Revolving Loan Increase, the Issuing Banks (which consent shall not be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders participating in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans pursuant to this Section 2.05(b)(i), as applicable. Revolving Loan Increases and Incremental Term Loans created pursuant to this Section 2.05(b)(i) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) purposes of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.05(b). Notwithstanding the foregoing, no increase in the Aggregate Revolving Loan Commitment (or in the Revolving Loan Commitment of any Lender) or Incremental Term Loans shall become effective under this paragraph unless:
(1) on the proposed date of the effectiveness of such increase or Incremental Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 5.02 shall be satisfied or waived by the Required Lenders; provided that if the proceeds of such Incremental Term Loans are being used to finance a Limited Condition Acquisition, (i) the condition set forth in such paragraph (a) shall be satisfied or waived by the Required Lenders as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and (ii) the condition set forth in such paragraph (b) shall be limited to the accuracy of the Specified Representations, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower; and
(2) the Administrative Agent shall have received documents consistent with those delivered pursuant to Sections 5.01 and 5.02 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (including, without limitation, opinions of counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent).
(ii) On the effective date of any Revolving Loan Increase, (A) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Loan Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a Borrowing/Election Notice delivered by the Borrower in accordance with the requirements of Section 2.07). The deemed payments made pursuant to clause (B) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.04 if the deemed payment occurs other than on the last day of the related Interest Periods.
(iii) The terms and conditions of any Revolving Loan Increase and the Incremental Term Loans shall be, except as otherwise set forth herein or in the applicable Revolving Loan Increase or Incremental Term Loan Amendment, identical to those of the Revolving Loan Commitment and Term Loans, as applicable; provided that (A) if the All-in Yield for any Incremental Term Loans exceeds the All-in Yield for the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (B) no Incremental Term Maturity Date shall be earlier than the Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (D) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (E) the Incremental Term Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of the Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to Term Loans and (F) to the extent the terms of the Incremental Term Loans are inconsistent with the terms of the Term Loans (except as set forth in clauses (A), (B) and (C) above), such terms shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, all terms of any Revolving Loan Increase (including the Applicable Margin thereon) shall be identical to the terms of the Revolving Facility.64 #98412540v7
Appears in 1 contract
Expansion Option. (i) The Borrower may from time to time after the Funding Date elect to increase request the Aggregate Revolving Loan Commitment establishment of one or more incremental term loan commitments to make one or more additional term loans (each, i) either as a “Revolving Loan Increase”separate tranche of term loans or (ii) or increase for which the aggregate principal amount of the borrowing of such additional term loan will be added to the outstanding principal amount of the existing Loans (any Class of Term Loans such additional term loan described in clause (i) or enter into one or more tranches of term loans (each ii), an “Incremental Term Loan”), in each case in minimum amounts of $50,000,000 and increments of $10,000,000 15,000,000 so long as, after giving effect thereto, the aggregate amount of such Revolving Loan Increases and all such Incremental Term Loans does not exceed (A) $325,000,000 plus (B) an additional amount, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increases, taken as a whole, shall not exceed $100,000,000150,000,000. The Borrower may arrange for any such Revolving Loan Increase or Incremental Term Loan additional term loan to be provided by one or more existing Lenders (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), to increase their existing Revolving Loan Commitments or which agree to participate in such Incremental Term Loans (it being agreed that any Lender approached to provide any such Revolving Loan Increase or Incremental Term Loans may elect or decline, in its sole discretion, to provide such Revolving Loan Increase or Incremental Term Loans); provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent and, in the case of a Revolving Loan Increase, the Issuing Banks (which consent approvals shall not be unreasonably withheld or delayed)and shall be evidenced by the Administrative Agent’s execution
(a) shall be an amortizing term loan available in a single draw, (b) shall rank pari passu in right of payment with the then existing Loans, (c) shall not mature earlier than the Maturity Date, and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 hereto (each, an “Increasing Lender Supplement”), and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E-2 hereto (each, an “Augmenting Lender Supplement”). No consent of any Lender (other than the Lenders participating in the Revolving Loan Increase or Incremental Term Loand) shall be required treated substantially the same as (and in any event not more favorably than) the existing Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Loans maturing after the Maturity Date hereunder then in effect at the time of the effectiveness of such tranche of Incremental Loans may provide for any Revolving Loan Increase material additional or Incremental Term different financial or other covenants or prepayment requirements applicable only during periods after such Maturity Date or, so long as also applying for the benefit of the existing Loans pursuant outstanding prior to this Section 2.05(b)(i)giving effect thereto, as applicable. Revolving Loan Increases and Incremental Term Loans created pursuant to this Section 2.05(b)(i) shall become effective on the date may provide for additional covenants and/or events of default agreed upon by the Borrower, the Administrative Agent Agent, the Augmenting Lenders and the relevant Increasing Lenders or and (ii) the Incremental Loans may be priced differently than the Loans and may provide for amortization payments as agreed upon by the Borrower, the Administrative Agent, the Augmenting Lenders, Lenders and the Administrative Agent shall notify each Lender thereofIncreasing Lenders (subject to clause (i) above). Incremental Term Loans may also be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such trancheIncremental Loan, if any, each Augmenting Lender participating in such trancheIncremental Loan, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.05(b2.20. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Loans, at any time (other than as otherwise expressly agreed to by any applicable Lender in the agreements substantially in the form of Exhibit C and Exhibit D as provided above). Notwithstanding the foregoingIn connection with any Incremental Loans pursuant to this Section 2.20, no increase in the Aggregate Revolving Loan Commitment (or in the Revolving Loan Commitment of any Lender) or Incremental Term Loans Augmenting Lender becoming a party hereto shall become effective under this paragraph unless:
(1) on the proposed date of the effectiveness of execute such increase or Incremental Term Loans, the conditions set forth in paragraphs (a) documents and (b) of Section 5.02 shall be satisfied or waived by the Required Lenders; provided that if the proceeds of such Incremental Term Loans are being used to finance a Limited Condition Acquisition, (i) the condition set forth in such paragraph (a) shall be satisfied or waived by the Required Lenders agreements as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and (ii) the condition set forth in such paragraph (b) shall be limited to the accuracy of the Specified Representations, and the Administrative Agent shall have received a certificate to that effect dated such date may reasonably request and executed by an Authorized Officer of the Borrower; and
(2) in the Administrative Agent shall have received documents consistent with those delivered pursuant to Sections 5.01 and 5.02 as to case of any Augmenting Lender that is organized under the corporate power and authority laws of a jurisdiction outside of the Borrower to borrow hereunder after giving effect to such increase (includingUnited States of America, without limitation, opinions of counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably satisfactory provide to the Administrative Agent).
(ii) On the effective date of any Revolving Loan Increase, (A) each relevant Increasing Lender and Augmenting Lender its name, address, tax identification number and/or such other information as shall make available to be necessary for the Administrative Agent such amounts in immediately available funds as to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal such Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Loan Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a Borrowing/Election Notice delivered by the Borrower in accordance with the requirements of Section 2.07). The deemed payments made pursuant to clause (B) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.04 if the deemed payment occurs other than on the last day of the related Interest PeriodsPatriot Act.
(iii) The terms and conditions of any Revolving Loan Increase and the Incremental Term Loans shall be, except as otherwise set forth herein or in the applicable Revolving Loan Increase or Incremental Term Loan Amendment, identical to those of the Revolving Loan Commitment and Term Loans, as applicable; provided that (A) if the All-in Yield for any Incremental Term Loans exceeds the All-in Yield for the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (B) no Incremental Term Maturity Date shall be earlier than the Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (D) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (E) the Incremental Term Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of the Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to Term Loans and (F) to the extent the terms of the Incremental Term Loans are inconsistent with the terms of the Term Loans (except as set forth in clauses (A), (B) and (C) above), such terms shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, all terms of any Revolving Loan Increase (including the Applicable Margin thereon) shall be identical to the terms of the Revolving Facility.
Appears in 1 contract
Expansion Option. (i) The Borrower may from time to time after the Funding Date elect to (i) increase the Aggregate Revolving Loan Commitment Commitments (each a “Revolver Increase”) and/or (ii) request one or more term loan facilities hereunder (each, a “Revolving Term Loan Facility” and, together with any Revolver Increase”) or increase the aggregate principal amount of any Class of Term Loans or enter into one or more tranches of term loans (each , an “Incremental Term LoanExpansion Event”), in each case upon notice to the Administrative Agent (which shall promptly notify the Lenders) in minimum amounts increments of $50,000,000 and increments of $10,000,000 so long as, after giving effect thereto, the aggregate principal amount of all such Revolving Loan Increases and such Incremental Term Loans increasesExpansion Events does not exceed an amount equal to (Ax) $325,000,000 plus 200,000,000 minus (By) an additional amount, so long as, after giving effect to the incurrence of such additional amount (and assuming for such purposes that the entire amount of any such Revolving Loan Increase is fully funded), the pro forma Senior Secured Leverage Ratio does not exceed 2.75 to 1.00, it being understood that the aggregate principal amount of all Revolving Loan Increasesterm loans funded in reliance on Section 6.01(m). At the time of sending any such notice with respect to a Revolver Increase, taken as the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than five Business Days from the date of delivery of such notice to the Lenders). EachWith respect to a wholeRevolver Increase, each Lender shall notify the Administrative Agent within such time period whether or not exceed $100,000,000it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower may arrange and each Lender of the Lenders’ responses to each request for any such Revolving Loan a Revolver Increase or Incremental Term Loan to be provided by one or more existing Lenders made hereunder (each existing Lender so agreeing to an increase in its Revolving Loan Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”). To achieve the full amount of a requested increaseRevolver Increase and/or to provide for a Term Loan Facility, or the Borrower may arrange for (1) any such increaseRevolver Increase to be provided by the Increasing Lenders as well as one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting LenderRevolving Lender”), to increase their existing Revolving Loan Commitments or to participate in such Incremental Term Loans (it being agreed that any Lender approached which agree to provide new Commitments, and/or (2) any such Revolving Term Loan Increase Facility to be provided by one or Incremental Term Loans may elect more new banks, financial institutions or decline, in its sole discretion, other entities that agree to provide commitments for such Term Loan Facility (which, for the avoidance of doubt, may include any existing Lender) (each such new bank, financial institution or other entity, an “Augmenting Term Lender” and, together with the Augmenting Revolving Loan Increase or Incremental Term Loans)Lenders, the “Augmenting Lenders”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to provide new Commitments; provided further that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and and, the Administrative Agent and, in the case of a Augmenting Revolving Loan IncreaseLenders, the Swingline Lender and each Issuing Banks (which consent shall Bank, such approvals not to be unreasonably withheld or delayed), and (ii) with respect to any Revolving Loan Increase, (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit E-1 B-1 hereto (each, an “Increasing Lender Supplement”)or other agreement or amendment to this Agreement in form satisfactory to the Administrative Agent, and (y) in the case of an Augmenting Revolving Lender, the Borrower and such Augmenting Revolving Lender execute an agreement substantially in the form of Exhibit E-2 B-2 hereto (each, an “Augmenting Lender Supplement”)or other agreement or amendment to this Agreement in form satisfactory to the Administrative Agent. No consent of any Lender (other than the Lenders participating in the Revolving Loan Increase or Incremental Term Loan) shall be required for any Revolving Loan Increase or Incremental Term Loans increase in CommitmentsExpansion Event pursuant to this Section 2.05(b)(i), as applicable2.04. Revolving Loan Increases and Incremental Term Loans new CommitmentsExpansion Events created pursuant to this Section 2.05(b)(i) 2.04 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.05(b). Notwithstanding the foregoing, no Expansion Event (or increase in the Aggregate Revolving Loan Commitment Commitments (or in the Revolving Loan Commitment of any Lender) or Incremental Term Loans shall become effective under this paragraph unless:
, (1i) on the proposed date of the effectiveness of such increase or Incremental Term LoansincreaseExpansion Event, (A) the conditions set forth in paragraphs (a) and (b) of Section 5.02 shall be satisfied or waived by the Required Lenders; provided that if the proceeds of such Incremental Term Loans are being used to finance a Limited Condition Acquisition, (i) the condition set forth in such paragraph (a) 4.02 shall be satisfied or waived by the Required Lenders as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and (ii) the condition set forth in such paragraph (b) shall be limited to the accuracy of the Specified Representations, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower; and
Borrower and (2B) the Borrower shall be in compliance (on a Pro Forma Basis) with the covenants contained in Section 6.11 and (ii) the Administrative Agent shall have received documents consistent with those delivered pursuant to Sections 5.01 and 5.02 on the Effective Date as to the corporate organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase (including, without limitation, opinions of counsel for the Borrower and the Subsidiary Guarantors in form and substance reasonably satisfactory to the Administrative Agent).
(ii) increaseExpansion Event. On the effective date of any Revolving Loan increase in the CommitmentsRevolver Increase, (Ai) each relevant Increasing Lender and Augmenting Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Applicable Percentage of such outstanding Revolving Lender’s Pro Rata Share of Revolving Credit Availability at such time Loans, and (Bii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Loan Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a Borrowing/Election Notice notice delivered by the Borrower Borrower, in accordance with the requirements of Section 2.072.03). The deemed payments made pursuant to clause (Bii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.04 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods.
(iii) The terms and conditions . Nothing contained in this Section 2.04 shall constitute, or otherwise be deemed to be, a commitment on the part of any Revolving Loan Increase and the Incremental Term Loans shall beLender to increase its Commitment hereunder, except as otherwise set forth herein or to provide a new commitment in the applicable Revolving Loan Increase or Incremental respect of a Term Loan AmendmentFacility, identical to those of the Revolving Loan Commitment and Term Loans, as applicable; provided that (A) if the All-in Yield for at any Incremental Term Loans exceeds the All-in Yield for the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate for the Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, (B) no Incremental Term Maturity Date shall be earlier than the Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (D) the Incremental Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (E) the Incremental Term Loans may participate on a pro rata basis (or on a basis that is less than pro rata) in any mandatory prepayments of the Term Loans, but may not provide for mandatory prepayment requirements that are more favorable than those applicable to Term Loans and (F) to the extent the terms of the Incremental Term Loans are inconsistent with the terms of the Term Loans (except as set forth in clauses (A), (B) and (C) above), such terms shall be reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, all terms of any Revolving Loan Increase (including the Applicable Margin thereon) shall be identical to the terms of the Revolving Facilitytime.
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Sources: Credit Agreement (Dean Foods Co)