Increase in Term Facility. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Term Lenders) specifying in reasonable detail the proposed terms thereof, the Borrower may from time to time, request an increase in the Term Loans (on the same terms as the Term Facility) by an amount (for all such requests, together with all requests for an increase in the Revolving Credit Facility pursuant to Section 2.14 and all requests for a New Term Facility pursuant to Section 2.16) not exceeding $200,000,000; provided that (i) any such request for an increase shall be in a minimum amount of the lesser of (x) $15,000,000 and (y) the entire remaining amount of increases available under this Section, and (ii) the Borrower shall make no more than a total of five (5) requests for increases in the Term Facility under this Section 2.15, increases in the Revolving Credit Facility under Section 2.14 and/or New Term Facilities under Section 2.16. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Term Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Term Lenders). (b) Each Term Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Term Loans and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Term Lender’s ratable share in respect of the Term Facility) of such requested increase. Any Term Lender approached to provide all or a portion of the increase in the Term Facility may elect or decline, in its sole discretion, to provide such increase of the loans thereunder. Any Term Lender not responding within such time period shall be deemed to have declined to increase its Term Loans. (c) The Administrative Agent shall notify the Borrower and each Term Lender of the Term Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Term Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent. (d) If the Term Loans are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Term Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Term Lenders of the final allocation of such increase and the Term Increase Effective Date. As of the Term Increase Effective Date, the amortization schedule for the Term Loans set forth in Section 2.07(a) shall be amended to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Term Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term Increase Effective Date. Such amendment may be signed by the Administrative Agent on behalf of the Lenders. In addition, in connection with any increase in the Term Loans, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Borrower and the Administrative Agent) to reflect any technical changes necessary to give effect to such increase in accordance with its terms as set forth herein (including the addition of such increase in Term Loans as a “Facility” hereunder and treated in a manner consistent with the other Term Loan Facilities, including, without limitation, for purposes of prepayments and voting). (e) As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Term Increase Effective Date signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and certifying that the conditions precedent set out in the following subclauses (ii) through (vi) have been satisfied (which certificate shall include supporting calculations demonstrating compliance with the conditions set forth in clause (v) below), (ii) no Default shall have occurred and be continuing or would result from such increase, (iii) such increase in the Term Facility shall have a final maturity no earlier than the Maturity Date of the Term Facility, (iv) the Weighted Average Life to Maturity of such increase in the Term Facility shall be equal to the remaining Weighted Average Life to Maturity of the Term Facility, (v) after giving effect to such increase, the Borrower would be in Pro Forma Compliance with (A) the financial covenants set out in Section 7.11 and (B) the Maximum Total Senior Secured Leverage Ratio, in each case for the four-quarter period to which the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) relates, (vi) the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees, or Eurodollar Rate or Base Rate floors (but not arrangement or underwriting fees paid to arrangers for their own account), assuming, in the case of original issue discount and upfront fees, four-year life to maturity) applicable to such increase will be equal to the all-in yield of the existing Term Facility, and (vii) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date or the Initial Borrowing Date, as applicable, under Sections 4.01 and 4.02 with respect to the Borrower and all Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and evidencing the approval of such increase by the Borrower and each Material Subsidiary Guarantor). The additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02.
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Sources: Credit Agreement (Rapid Roaming Co)
Increase in Term Facility. (ai) Provided there exists no DefaultDefault or Event of Default has occurred and is continuing, upon notice to the Administrative Agent (which shall promptly notify the Term Lenders) specifying in reasonable detail the proposed terms thereof), the Administrative Borrower may from time may, not more than four (4) times (including all such requests made pursuant to timeSection 2.16(a) above) over the term of this Agreement, request an increase in the Term Loans (on the same terms as the Term Facility) Facility by an aggregate amount (for all such requests, together with all requests for an increase in the Revolving Credit Facility pursuant to Section 2.14 and all requests for a New Term Facility pursuant to Section 2.16) not exceeding to exceed $200,000,000150,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) in no event shall the lesser of Term Facility (xafter giving effect to all requested increases therein) exceed $15,000,000 390,000,000 and (yiii) in no event shall the entire remaining aggregate amount of increases available under this Section, and (ii) the Borrower shall make no more than a total in respect of five (5) requests for increases in the Term Facility effected under this Section 2.152.16(b), plus the aggregate amount of increases in respect of the Revolving Credit Facility effected under Section 2.14 and/or New Term Facilities under Section 2.162.16(a) exceed $150,000,000. At the time of sending such notice, the Administrative Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Term Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Term Lenders).
(bii) Each Term Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in any such increase its in the Term Loans Facility and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Term Lender’s ratable share in respect Applicable Percentage of the existing Term Facility) of such requested increase. Any Term Lender approached to provide all or a portion of the increase in the Term Facility may elect or decline, in its sole discretion, to provide such increase of the loans thereunderLoans. Any Term Lender not responding within such time period shall be deemed to have declined to participate in such increase its in the Term LoansFacility.
(ciii) The Administrative Agent shall notify the Administrative Borrower and each Term Lender of the Term Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increaseincrease and subject to the approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), the Administrative Borrower may also invite (subject to each Swiss Borrower being in compliance with the Ten Non-Bank Rule and the Twenty Non-Bank Rule, taking into consideration the relevant additional Eligible Assignee) additional Eligible Assignees (together with any existing Term Lender participating in any such increase, each, an “Increasing Term Lender”) to become Term Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative AgentAgent and its counsel. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Term Lender to participate in such increase in the Term Facility.
(div) If the Term Loans are increased in accordance with this Section, the The Administrative Agent and the Administrative Borrower shall determine (A) the final allocation of such increase among Increasing Term Lenders and Schedule 2.01 attached hereto shall be automatically updated to reflect the same and (B) the effective date (the “Term Facility Increase Effective Date”) and the final allocation of any such increase. The Administrative Agent shall promptly notify the Administrative Borrower and the Term Lenders of the final allocation of such increase and the Term Facility Increase Effective Date. As of the Term Increase Effective Date, the amortization schedule for the Term Loans set forth in Section 2.07(a) shall be amended to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Term Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Term Increase Effective Date. Such amendment may be signed by the Administrative Agent on behalf of the Lenders. In addition, in connection with any increase in the Term Loans, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Borrower and the Administrative Agent) to reflect any technical changes necessary to give effect to such increase in accordance with its terms as set forth herein (including the addition of such increase in Term Loans as a “Facility” hereunder and treated in a manner consistent with the other Term Loan Facilities, including, without limitation, for purposes of prepayments and voting).
(e) As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Term Increase Effective Date signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and certifying that the conditions precedent set out in the following subclauses (ii) through (vi) have been satisfied (which certificate shall include supporting calculations demonstrating compliance with the conditions set forth in clause (v) below), (ii) no Default shall have occurred and be continuing or would result from such increase, (iii) such increase in the Term Facility shall have a final maturity no earlier than the Maturity Date of the Term Facility, (iv) the Weighted Average Life to Maturity of such increase in the Term Facility shall be equal to the remaining Weighted Average Life to Maturity of the Term Facility, (v) after giving effect to such increase, the Borrower would be in Pro Forma Compliance with (A) the financial covenants set out in Section 7.11 and (B) the Maximum Total Senior Secured Leverage Ratio, in each case for the four-quarter period to which the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) relates, (vi) the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees, or Eurodollar Rate or Base Rate floors (but not arrangement or underwriting fees paid to arrangers for their own account), assuming, in the case of original issue discount and upfront fees, four-year life to maturity) applicable to such increase will be equal to the all-in yield of the existing Term Facility, and (vii) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date or the Initial Borrowing Date, as applicable, under Sections 4.01 and 4.02 with respect to the Borrower and all Material Subsidiary Guarantors (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and evidencing the approval of such increase by the Borrower and each Material Subsidiary Guarantor). The additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02.
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