Common use of Incremental Amendment Clause in Contracts

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 4 New Revolving Credit Lender agrees, effective as of the Amendment No. 4 Effective Date, to make available to the Borrower the Amendment No. 4 New Revolving Credit Commitments set forth opposite such Amendment No. 4 New Revolving Credit Lender’s name in Schedule 1 attached hereto; (c) the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety; (d) from and after the Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (f) by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lender.

Appears in 2 contracts

Sources: Credit Agreement (Applovin Corp), Credit Agreement (Applovin Corp)

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 4 New Revolving Credit 1 Term Lender agrees, effective as of the Amendment No. 4 1 Effective DateDate (as defined below), to make available to the Borrower extend the Amendment No. 4 New Revolving Credit Commitments 1 Term Loans set forth opposite such Amendment No. 4 New Revolving Credit 1 Term Lender’s name in Schedule 1 attached hereto; (c) the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety; (d) from and after the Amendment No. 4 1 Effective Date, (i) each Amendment No. 4 1 New Revolving Credit Term Loan Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 4 1 New Revolving Credit Commitments Term Loan Commitment of each Amendment No. 1 New Term Loan Lender shall be a “Revolving Credit Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 1 New Revolving Term Loan Facility shall constitute part of the “Credit Loans in respect of such Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 4 1 New Revolving Credit Commitments Term Loans of each Amendment No. 1 New Term Lender shall each be a Revolving Credit New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments Term Loans outstanding prior to the Amendment No. 4 1 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and Documents; (ivd) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter all of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by parties hereto agree that the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers1 New Term Loans will, in each caseupon funding, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments Term Loans outstanding prior to the Amendment No. 4 1 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit CommitmentsTerm Loans, will, together with the existing Revolving Credit CommitmentsTerm Loans, be treated as one Class of Revolving Credit Commitments Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated Term Loan as one Class fungible tranche and (ii) unless otherwise required by applicable law, none of Revolving Credit Loans)the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 4 1 New Revolving Credit Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 1 New Revolving Credit Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 1 New Revolving Credit Term Loan Lender.

Appears in 2 contracts

Sources: Credit Agreement (Applovin Corp), Credit Agreement (Applovin Corp)

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 4 New Revolving Credit 3 Term Lender agrees, effective as of the Amendment No. 4 3 Effective DateDate (as defined below), to make available to the Borrower extend the Amendment No. 4 New Revolving Credit Commitments 3 Term Loans set forth opposite such Amendment No. 4 New Revolving Credit 3 Term Lender’s name in Schedule 1 attached hereto; (c) the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety; (d) from and after the Amendment No. 4 3 Effective Date, (i) each Amendment No. 4 3 New Revolving Credit Term Loan Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 4 3 New Revolving Credit Commitments Term Loan Commitment of each Amendment No. 3 New Term Loan Lender shall be a “Revolving Credit Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 3 New Revolving Term Loan Facility shall constitute part of the “Credit Loans in respect of such Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 4 3 New Revolving Credit Commitments Term Loans of each Amendment No. 3 New Term Lender shall each be a Revolving Credit New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments Term Loans outstanding prior to the Amendment No. 4 3 Effective Date, Date except as such terms are amended by this Amendmentset forth in the Amended Credit Agreement) for all purposes under the Existing Credit Agreement and the other Credit Documents and Documents; (ivd) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter all of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by parties hereto agree that the Amendment No. 4 Revolving Credit Lenders to become new Letter 3 New Term Loans will, upon funding, be a separate Series of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments Term Loans and will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes treated as a new Class of the Existing Credit AgreementTerm Loans, will have the same terms as the existing Revolving Initial Term Loans except as otherwise set forth in the Amended Credit CommitmentsAgreement, will, together with will constitute Term Loans for all purposes of the existing Revolving Existing Credit Commitments, be treated Agreement and will have an initial Interest Period ending on same day as one Class of Revolving Credit Commitments (and any Revolving Credit the current Interest Period for the Term Loans funded thereunder will, together with any Revolving Credit Loans funded under outstanding prior to the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans)Amendment No. 3 Effective Date; and (fe) by executing and delivering this Amendment, each Amendment No. 4 3 New Revolving Credit Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 3 New Revolving Credit Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 3 New Revolving Credit Term Loan Lender.

Appears in 2 contracts

Sources: Credit Agreement (Applovin Corp), Credit Agreement (Applovin Corp)

Incremental Amendment. Each party hereto agrees as follows: (a) this This Incremental Amendment constitutes a Joinder an “Incremental Amendment” pursuant to Section 2.12 of the Credit Agreement to (the Existing Credit Agreement as amended by this Incremental Amendment is referred to in Section 2.14 of herein as the Existing “Amended Credit Agreement;”). (b) subject Subject to the satisfaction terms and conditions set forth herein and the occurrence of the conditions Incremental Amendment Effective Date (as defined below) (i) there is hereby established under the Amended Credit Agreement a new Class of Incremental Loans entitled the “Term B-3 Loans” (the Lenders holding such Term B-3 Loans (or Commitments in respect thereof), including the Additional Lender, are referred to herein as “Term B-3 Lenders”) and (ii) the Additional Lender party hereto agrees to make to the Term B-3 Borrowers, jointly and severally, on the Incremental Amendment Effective Date, a loan in Dollars in the form of a Term B-3 Loan in an aggregate principal amount equal to $170,000,000. Amounts borrowed under this Section 1(b) and repaid or prepaid may not be reborrowed. Term B-3 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided in the Amended Credit Agreement. Notwithstanding anything in the Credit Agreement to the contrary, the required notice periods for the initial funding of the Term B-3 Loans shall be as agreed between the Borrowers and the Administrative Agent. (c) The Term B-3 Borrowers shall, jointly and severally, repay to the Administrative Agent for the ratable account of the Term B-3 Lenders on the last Business Day of each March, June, September and December, commencing March 31, 2014, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Term B-3 Loans outstanding on the Incremental Amendment Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 4 below, each Amendment No. 4 New Revolving Credit Lender agrees, effective as 2.03 of the Amendment NoAmended Credit Agreement). 4 Effective DateThe Term B-3 Borrowers shall, to make available to the Borrower the Amendment No. 4 New Revolving Credit Commitments set forth opposite such Amendment No. 4 New Revolving Credit Lender’s name in Schedule 1 attached hereto; (c) the Borrowerjointly and severally, the Lenders party hereto (constituting repay all Revolving Credit Lenders outstanding Term B-3 Loans on the Amendment No. 4 Effective Original Loan Maturity Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety;. (d) from and after The Term B-3 Loans shall bear interest based on the Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Lender” for all purposes under the Existing Credit Agreement same Applicable Rate and the other Credit Documents and perform all the obligations ofsame Eurodollar Rate or Base Rate provisions, and have all the rights ofas applicable, a Revolving Credit Lender thereunder, (ii) the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior that are applicable to the Amendment No. 4 Effective DateTerm B-1 Loans and Term B-2 Loans, as such terms are amended by this Amendment) for all purposes under including, that the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender shall be a Letter of Credit Issuerfloorswith a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth “Eurodollar Rate” and “Base Rate” in the Existing Credit Agreement (as amended by this Amendment) for all purposes shall also apply to the Term B-3 Loans under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Amended Credit Agreement);. (e) The prepayment provisions applicable to the Amendment NoTerm B-1 Loans and Term B-2 Loans under the Credit Agreement shall continue to apply, and shall also be applicable to the Term B-3 Loans, under the Amended Credit Agreement. 4 New Revolving Credit Commitments will be an increase In addition, in the existing Revolving Credit Commitments outstanding event that, on or prior to the date that is one year after the Incremental Amendment No. 4 Effective Date (after giving effect to this Amendment)Date, will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (f) by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: Term B-3 Borrowers (i) confirm that it has received a copy make any prepayment of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together Term B-3 Loans in connection with copies of the financial statements referred to therein and such other documents and information any Term B-3 Repricing Transaction (as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; defined below) or (ii) agree that it willeffect any amendment of the Amended Credit Agreement resulting in a Term B-3 Repricing Transaction, independently the Term B-3 Borrowers shall, jointly and without reliance upon severally, pay to the Administrative Agent, for the Collateral Agentratable account of each applicable Term B-3 Lender, (x) in the case of clause (i), a prepayment premium of 1% of the amount of the Term B-3 Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1% of the aggregate amount of the applicable Term B-3 Loans outstanding immediately prior to such amendment. For purposes of the foregoing, “Term B-3 Repricing Transaction” means (A) any other Amendment No. 4 New Revolving Credit Lender prepayment or repayment of the Term B-3 Loans with the proceeds of, or any conversion of, the Term B-3 Loans into other Lender Loans for the primary purpose of prepaying, repaying or Agent replacing the Term B-3 Loans and based on such documents and information as it shall deem appropriate at having or resulting in an All-In Yield less than the time, continue to make its own credit decisions in taking All-In Yield of the Term B-3 Loans being prepaid or not taking action under the Existing Credit Agreement; repaid or (iiiB) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated any amendment to the Administrative Agent or Term B-3 Loans the Collateral Agent, as primary purpose of which is to reduce the case may be, by the terms thereof, together with All-In Yield of such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit LenderTerm B-3 Loans.

Appears in 1 contract

Sources: Credit Agreement (Nexeo Solutions Holdings, LLC)

Incremental Amendment. Each party hereto agrees as follows: (a) this This Incremental Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as is an Incremental Amendment referred to in Section 2.14 subsection 2.10 of the Existing Credit Agreement;, and Company, Incremental Lenders and Administrative Agent hereby agree that: A. Each Incremental Lender hereby severally agrees to provide the Incremental Loans set forth opposite its name on Annex I attached hereto (bfor each such Incremental Lender, its “Incremental Commitment”) at 91% of the principal face amount thereof (i.e. 9.0% of the principal amount of the Incremental Loans will be withheld by the Incremental Lenders upon the funding thereof). Each Incremental Commitment provided pursuant to this Incremental Amendment shall be subject to all of the terms and conditions set forth herein and in the Credit Agreement. B. The aggregate Incremental Commitment of the Incremental Lenders is $10,989,011.00. C. Subject to the satisfaction of the conditions to the making of Loans set forth in subsection 4.2 of the Credit Agreement and to the satisfaction of the conditions set forth in Section 4 Article III below, each Amendment No. 4 New Revolving Credit Lender agrees, effective as the funding of the Amendment NoIncremental Loans will occur in one drawing on the date hereof upon Company’s request in accordance with subsections 2.1B and 4.2 of the Credit Agreement. 4 Effective Date, to make available to In the Borrower event that all or any portion of the Amendment No. 4 New Revolving Credit Commitments set forth opposite such Amendment No. 4 New Revolving Credit Lender’s name in Schedule 1 attached hereto; (c) Incremental Loans is not borrowed on or before the Borrowerdate hereof, the Lenders party hereto (constituting all Revolving Credit Lenders unborrowed portion of the Incremental Commitments shall automatically terminate on the Amendment No. 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto date unless each Incremental Lender shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety;sole discretion, agree to an extension. (d) from and after D. The Incremental Commitments provided pursuant to this Incremental Amendment shall constitute Commitments and, upon the Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect to this Amendmentas hereinafter defined), will constitute Revolving Credit Commitments for all purposes the Incremental Commitment of each Incremental Lender shall become the Existing Credit Agreement, will Incremental Loans of such Incremental Lender. E. The Incremental Loans shall have the same terms as the existing Revolving Credit Commitments, will, together with Loans borrowed on the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (Closing ▇▇▇▇ and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (f) by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: to be Loans for all purposes under the Credit Agreement and each other Loan Document; provided, however, that (i) confirm Company covenants and agrees that it has received a copy the proceeds of the Existing Incremental Loans made pursuant to this Incremental Amendment shall be used by Company to finance the Aladdin Conveyance and to pay related fees and expenses and (ii) the Incremental Loans shall have a separate CUSIP number from the Loans. Each Incremental Lender shall be deemed to be a Lender for all purposes under the Credit Agreement and the each other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit LenderLoan Document.

Appears in 1 contract

Sources: Incremental Amendment (SafeNet Holding Corp)

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment This Incremental Joinder constitutes an “Incremental Amendment” pursuant to which a Joinder Agreement to new Incremental Series (as defined in the Existing Credit Agreement as amended hereby) and a new Class of Incremental Term Loans is established pursuant to Section 2.16 of the Credit Agreement upon the occurrence of the Effective Date (as defined below) (the Credit Agreement as amended by this Incremental Joinder is referred to in Section 2.14 of herein as the Existing “Amended Credit Agreement;”). (b) subject Subject to the satisfaction of the terms and conditions set forth in Section 4 below, each Amendment No. 4 New Revolving Credit Lender agrees, effective as herein and the occurrence of the Amendment No. 4 Effective Date, Date (i) there is hereby established under the Amended Credit Agreement a new Class of Incremental Term Loans entitled the “Term B-1 Loans” and (ii) each Term B-1 Lender severally agrees to make available to the Borrower a single loan denominated in Dollars in a principal amount equal to the Amendment No. 4 New Revolving Credit Commitments amount set forth opposite such Amendment No. 4 New Revolving Credit Term B-1 Lender’s name in Schedule 1 attached hereto;Annex I (collectively, the “Term B-1 Commitments”) on the Effective Date. Amounts borrowed under this Section 1(b) and repaid or prepaid may not be reborrowed. Term B-1 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided in the Amended Credit Agreement. (c) the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders The Borrower agrees to pay on the Amendment No. 4 Effective Date to each Term B-1 Lender party to this Incremental Joinder as a Term B-1 Lender on the Effective Date a closing fee in an amount equal to 1.00% of the stated principal amount (as applicable) of such Term B-1 Lender’s Term B-1 Loan, payable to such Term B-1 Lender from the proceeds of the Term B-1 Loans as and when funded on the Effective Date) . Such closing fees shall be in all respects fully earned, due and payable on the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a Effective Date and non-pro rata basis such that, on refundable and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety;non-creditable for any reason whatsoever thereafter. (d) from and after The All-In-Yield for the Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing Term B-1 Loans as of the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date, as such terms are amended determined by this Amendment) for all purposes under the Existing Credit Agreement Borrower and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender Term B-1 Lenders, shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (f) by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lender4.50% per annum.

Appears in 1 contract

Sources: Incremental Joinder to Credit Agreement (Bright Horizons Family Solutions Inc.)

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 5 New Term Loan Lender agrees, effective as of the Amendment No. 5 Effective Date (as defined below), to extend the Amendment No. 5 New Term Loans set forth opposite such Amendment No. 5 New Term Loan Lender’s name in Schedule 1 attached hereto; (c) from and after the Amendment No. 5 Effective Date, (i) each Amendment No. 5 New Term Loan Lender shall be a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 5 New Term Loan Commitment of each Amendment No. 5 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 5 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 5 New Term Loans of each Amendment No. 5 New Term Lender shall each be an “Initial Term Loan”, a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Initial Term Loans outstanding prior to the Amendment No. 5 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 5 New Term Loans will, upon funding, be an increase in the Initial Term Loans outstanding prior to the Amendment No. 5 Effective Date (after giving effect to this Amendment), will constitute Initial Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Initial Term Loans, will, together with the existing Initial Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Initial Term Loans outstanding prior to the Amendment No. 5 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 5 New Term Loans and existing Initial Term Loans as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 5 New Term Loans on the Amendment No. 5 Effective Date, all such Amendment No. 5 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; (f) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 5 New Revolving Credit Lender agrees, effective as of the Amendment No. 4 5 Effective Date, to make available to the Borrower the Amendment No. 4 5 New Revolving Credit Commitments set forth opposite such Amendment No. 4 5 New Revolving Credit Lender’s name in Schedule 1 attached hereto; (cg) the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 4 5 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC certain Revolving Credit Lenders may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 5 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement and Schedule 2 to Amendment No. 4 in its entirety; (dh) from and after the Amendment No. 4 5 Effective Date, (i) each Amendment No. 4 5 New Revolving Credit Lender providing the Amendment No. 4 5 New Revolving Credit Commitments shall be a “Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 4 5 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 5 New Revolving Credit Loans in respect of such Amendment No. 4 5 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 5 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 4 5 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 5 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (ei) the Amendment No. 4 5 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 5 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (fj) by executing and delivering this Amendment, each Amendment No. 4 5 New Revolving Credit Lender and Amendment No. 5 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 5 New Revolving Credit Lender, any other Amendment No. 5 New Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 5 New Revolving Credit Lender and an Amendment No. 5 New Term Loan Lender, as applicable.

Appears in 1 contract

Sources: Credit Agreement (Applovin Corp)

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment (i) constitutes a Joinder Agreement to the Existing Credit Agreement an Incremental Term Loan Amendment as referred to in Section 2.14 2.05(c) of the Existing Credit Agreement and (ii) is deemed to satisfy the notice requirements with respect to the establishment of Incremental Term Loans required pursuant to 2.05(a) of the Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 4 New Revolving Credit Lender 12 ▇▇▇▇ ▇▇▇▇▇▇ agrees, effective as of the Amendment No. 4 12 Effective Date, to make available to the Borrower extend the Amendment No. 4 New Revolving Credit Commitments 12 Term Loans set forth opposite such Amendment No. 4 New Revolving Credit Lender12 ▇▇▇▇ ▇▇▇▇▇▇’s name in Schedule 1 II attached hereto; (c) the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety; (d) from and after the Amendment No. 4 12 Effective Date, (i) each Amendment No. 4 New Revolving Credit 12 Term Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be an “Incremental Term Lender” and a “Revolving Credit Lender” for all purposes under the Existing Amended Credit Agreement and the other Credit Loan Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) each of the Amendment No. 4 New Revolving Credit 12 Term Commitments of each Amendment No. 12 Term Lender shall be a “Revolving Credit Commitment” for all purposes under the Existing Amended Credit Agreement and the other Credit Documents, Loan Documents and (iii) the Amendment No. 4 New Revolving Credit 12 Term Loans in respect of such each Amendment No. 4 New Revolving Credit Commitments 12 Term Lender shall each be an Revolving Credit LoansIncremental Term Loan”, a “Term Loan” and a “Term B-7 Loan” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments Term B-7 Loans outstanding prior to the Amendment No. 4 12 Effective Date, as such terms are amended by this AmendmentDate (the “Existing Term Loans”)) for all purposes under the Existing Amended Credit Agreement and the other Credit Documents and Loan Documents; and (ivd) each The Amendment No. 4 New Revolving Credit Lender 12 Term Loans shall be made as a “Letter single Borrowing of Credit Issuer” Term Loans denominated in Dollars, with a Letter an initial Interest Period that commences on the Amendment No. 12 Effective Date and ends on the last day of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in Interest Period applicable to the Existing Credit Agreement Term Loans on the Amendment No. 12 Effective Date. During such initial Interest Period, the Yield applicable to the Amendment No. 12 Term Loans shall be the same as the Yield (other than the issue price) applicable for the Existing Term Loans as amended by this Amendment) of the Amendment No. 12 Effective Date. From and after the Amendment No. 12 Effective Date, the Term B-7 Loans and the Amendment No. 12 Term Loans shall constitute a single Class and a single Borrowing of Term Loans for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Amended Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (f) by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lender.

Appears in 1 contract

Sources: Credit Agreement (Burlington Stores, Inc.)

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder This Agreement to the Existing Credit Agreement as is an “Increase Joinder” referred to in Section 2.14 2.15(c) of the Existing Credit Agreement; (b) subject . Subject to the satisfaction of the conditions set forth in Section 4 3 below, each Amendment No. 4 New Revolving Credit Incremental Lender agrees, effective as of the Amendment No. 4 1 Effective DateDate (as defined below), to make available to extend the Borrower the Amendment No. 4 New Revolving Credit Commitments commitments set forth opposite such Amendment No. 4 New Revolving Credit Lender’s name in Schedule 1 attached hereto; (c) the Borrower, the Lenders party I hereto (constituting all Revolving Credit Lenders on the Amendment No“2016 Incremental Commitments”). 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on From and after the Amendment No. 4 1 Effective Date, its (a) each Incremental Lender shall be a “Term Lender” or a “Revolving Lender”, as applicable, for all purposes under the Amended and Restated Credit Agreement and the other Loan Documents, (b) the 2016 Incremental Commitment is of each Incremental Lender shall be a “Term Commitment” or “Revolving Commitment”, as applicable, for all purposes under the Amended and Restated Credit Agreement and the other Loan Documents and Schedule 2.01 of the Existing Credit Agreement shall (i) be amended by adding thereto the 2016 Incremental Commitments of the Incremental Lenders as set forth in Schedule I hereto and (ii) be amended and restated with respect to Revolving Commitments as set forth on Schedule 2 attached hereto II hereto, which shall reflect Barclays Bank PLC (in such capacity, the Assignor”) hereby selling and assigning to JPMorgan Chase Bank, N.A. (ii) Schedule 2 attached hereto shallin such capacity, the “Assignee”), and the Assignee hereby irrevocably purchasing and assuming from the Assignor, subject to and in accordance with respect to the Revolving Credit Commitments only, supersede Standard Terms and replace Schedule 1.1(b) Conditions of the Existing Assignment and Assumption and the terms and conditions of the Amended and Restated Credit Agreement in its entirety; (d) from and after Agreement, as of the Amendment No. 4 1 Effective Date, $14,000,000 of the Assignor’s existing Revolving Commitments (iincluding participations in any Letters of Credit and Swing Line Loans included in such Revolving Commitments), in each case immediately after giving effect to (and substantially concurrently with) each Amendment No. 4 New Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Lender” for all purposes under the Existing Credit this Agreement and the other Credit Documents and perform all extension of the obligations of2016 Incremental Commitments, and have all the rights of, a Revolving Credit Lender thereunder, (iic) the Amendment No. 4 New 2016 Incremental Term Loans and 2016 Incremental Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under of the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Commitments Incremental Lenders shall be “Revolving Credit Term Loans” and “Revolving Loans”, respectively (and have the same terms (including with respect to Guaranteesinterest rates, Collateral, Applicable Margin, Revolving Credit Maturity Date, Guarantees and Collateral and rights to prepayment payment and repaymentprepayment) as the existing Term Loans and existing Revolving Loans, respectively), for all purposes under the Amended and Restated Credit Commitments outstanding Agreement and the other Loan Documents; provided that the Borrower shall use the proceeds of the 2016 Incremental Facilities in accordance with Section 5 below. The Administrative Agent shall take any and all action as may be reasonably necessary to ensure that the 2016 Incremental Facilities are included in each Borrowing and repayment of existing Term Loans and existing Revolving Loans on a pro rata basis. In furtherance of the foregoing, on the Amendment No. 1 Effective Date, there shall commence an initial Interest Period with respect to each of the 2016 Incremental Facilities borrowed on the Amendment No. 1 Effective Date, which Interest Period shall end on the last day of the Interest Period applicable to the existing Term Loans or existing Revolving Loans, as applicable, as in effect immediately prior to the Amendment No. 4 1 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement Date (and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement existing Term Loans and the other Credit Documents 2016 Incremental Term Loans shall, from and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by after the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 1 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit CommitmentsDate, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (f) by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lendera single Eurodollar Loan with a single Interest Period).

Appears in 1 contract

Sources: Credit Agreement (Albany Molecular Research Inc)

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject Subject to the satisfaction (or waiver in writing) of the conditions set forth in Section 4 below4(b) hereof, each 2018 Incremental Term Loan Lender on the 2018 Incremental Amendment NoEffective Date hereby severally agrees to provide the 2018 Incremental Term Loan Commitments. 4 New Revolving Credit Lender agrees, effective as Each 2018 Incremental Term Loan Commitment provided pursuant to this Section 3 of this Second Amendment shall be subject to all of the terms and conditions set forth in the Credit Agreement, including, without limitation, Sections 2.01(a)(ii) and 2.24 thereof. The 2018 Incremental Term Loan Lenders party hereto, the Administrative Agent and each Credit Party agree that this Section 3 of this Second Amendment No. 4 is necessary and appropriate, in each of their reasonable opinions, to effect the provisions of Section 2.24 of the Credit Agreement and shall constitute an “Incremental Amendment” pursuant to and in accordance with Section 2.24(f) of the Credit Agreement. (b) Upon the occurrence of the 2018 Incremental Amendment Effective Date, each 2018 Incremental Term Loan Lender party hereto (i) shall be obligated to make available the 2018 Incremental Term Loans as provided in this Section 3 of this Second Amendment on the terms, and subject to the Borrower the Amendment No. 4 New Revolving Credit Commitments conditions, set forth opposite such in this Second Amendment No. 4 New Revolving and (ii) to the extent provided in this Second Amendment, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Lender’s name in Schedule 1 attached hereto;Documents. (c) the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 4 Effective Date) Each Borrower acknowledges and the Administrative Agent agree agrees that (i) all 2018 Incremental Term Loans made pursuant to this Section 3 of this Second Amendment constitute and form part of the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such thatObligations, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, it shall be liable for all Obligations with respect to all 2018 Incremental Term Loans made pursuant to this Section 3 of this Second Amendment and (iii) all such Obligations (including all such 2018 Incremental Term Loans) shall be entitled to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) benefits of the Existing Credit Agreement in its entirety;Collateral Documents and each Guaranty. (d) from and after The 2018 Incremental Term Loan Commitments of the 2018 Incremental Term Loan Lenders shall automatically terminate upon the funding of the 2018 Incremental Term Loan Lenders on the 2018 Incremental Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement);. (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase The definition of “Initial Term Loans” is hereby amended and restated in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms its entirety as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (f) by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lender.follows:

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject Subject to the satisfaction (or waiver in writing) of the conditions set forth in Section 4 below3 hereof, each Additional Delayed Draw Lender on the Second Amendment NoEffective Date hereby severally agrees to provide the Additional Delayed Draw Term Commitments in an amount set forth opposite its name on Exhibit A hereto. 4 New Revolving Credit Lender agrees, effective as The Additional Delayed Draw Term Commitments provided pursuant to this Section 2 of this Second Amendment shall be subject to all of the terms and conditions set forth in the Credit Agreement, including, without limitation, Sections 2.01(b) and 2.24 thereof, and the obligation of each Additional Delayed Draw Term Lender to make Delayed Draw Term Loans on the Delayed Draw Funding Date shall be subject to the satisfaction, or waiver in accordance with Section 10.05 of the Credit Agreement, of the conditions precedent set forth in Section 2.24 and 3.02 of the Credit Agreement. The Additional Delayed Draw Lenders party hereto, the Agent and each Credit Party agree that this Section 2 of this Second Amendment No. 4 is necessary and appropriate, in each of their reasonable opinions, to effect the provisions of Section 2.24 of the Credit Agreement and shall constitute an “Incremental Amendment” pursuant to and in accordance with Section 2.24(f) of the Credit Agreement. (b) Upon the occurrence of the Second Amendment Effective Date, each Additional Delayed Draw Lender party hereto (i) shall be obligated to make available establish the Additional Delayed Draw Term Commitments as provided in this Section 2 of this Second Amendment on the terms, and subject to the Borrower the Amendment No. 4 New Revolving Credit Commitments conditions, set forth opposite such in this Second Amendment No. 4 New Revolving and (ii) to the extent provided in this Second Amendment, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Lender’s name in Schedule 1 attached hereto;Documents. (c) Immediately upon the Borrower, establishment of the Lenders party hereto (constituting all Revolving Credit Lenders Additional Delayed Draw Term Commitments on the Second Amendment No. 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety; (d) from and after the Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Additional Delayed Draw Term Commitments shall be constitute a “Revolving Credit Lender” for all purposes under single Class of Delayed Draw Term Commitments with the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunderexisting Delayed Draw Term Commitments, (ii) the Amendment No. 4 New Revolving Credit Commitments Additional Delayed Draw Term Commitments, as an increase to the existing Class of Delayed Draw Term Commitments, shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement included as additional Delayed Draw Term Commitments and the other Credit Documents, (iii) the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Additional Delayed Draw Term Commitments shall be “Revolving Credit Loans” (secured by identical collateral and have the same guarantied on identical terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to existing Delayed Draw Term Commitments. (d) The Initial Borrower hereby designates that the Amendment No. 4 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the entire amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement);Additional Delayed Draw Term Commitments are being incurred in reliance on the Incremental Incurrence-Based Amount. (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase The definition of “Delayed Draw Term Commitment” in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes Section 1.01 of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (f) by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement is hereby amended and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information restated in its entirety as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lender.follows:

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)

Incremental Amendment. Each party hereto agrees as follows: (a) this This First Amendment constitutes a Joinder Agreement is an amendment to incur additional Indebtedness pursuant to the Existing Credit Agreement Agreement; provided, that, for the avoidance of doubt, the First Amendment Loans shall not reduce the Uncommitted Incremental Increase Limit as referred to set forth in Section 2.14 of the Existing Credit Agreement; (b) subject . Subject to the satisfaction of the conditions set forth in Section 4 3 below, each Amendment No. 4 New Revolving Credit Lender agrees, effective as of the First Amendment No. 4 Effective Date, to make available (x) provide the First Amendment Term Loan to the Borrower up to the Term Loan Commitment Amount of such Lender set forth under the heading “First Amendment No. 4 New Term Loan Commitment” in Schedule 1 hereto and (y) provide the Percentage of the Revolving Credit Commitments Facility Commitment Amount set forth opposite such Amendment No. 4 New Revolving Credit Lender’s name under the heading “Revolving Loan Commitment” in Schedule 1 attached hereto; (c) the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on From and after the First Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety; (d) from and after the Amendment No. 4 Effective Date, (i) each First Amendment No. 4 New Revolving Credit Lender providing (to the Amendment No. 4 New Revolving Credit Commitments extent not already a Lender) shall be a “Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunderLoan Documents, (ii) the First Amendment No. 4 New Revolving Credit Commitments Loan Commitment of each First Amendment Lender shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the First Amendment No. 4 New Revolving Credit Loans in respect of such the First Amendment No. 4 New Revolving Credit Commitments Lenders shall be “Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, Guaranty and Collateral and rights to prepayment payment and repaymentprepayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Dateexisting Loans), as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents Loan Documents. In connection with this First Amendment, the outstanding Revolving Loans and (iv) each Amendment No. 4 New Revolving Credit Lender participation interests shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in reallocated by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (Loans as necessary such that, after giving effect to this Amendment)the First Amendment Revolving Loans, each Lender will constitute hold Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class Loans and participation interests based on its Percentage of Revolving Credit Commitments (and Loans set forth on Schedule 1 attached hereto. The Borrower shall be responsible for any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded costs arising under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (f) by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement resulting from such reallocation and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lenderrepayments.

Appears in 1 contract

Sources: Business Loan and Security Agreement (Vse Corp)

Incremental Amendment. Each party hereto agrees as follows: Commitments in respect of Incremental Term Loans and Revolving Commitment Increases and Additional Revolving Commitments hereunder shall become Commitments (a) this Amendment constitutes or in the case of a Joinder Agreement Revolving Commitment Increase to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 4 New Revolving Credit Lender agrees, effective as of the Amendment No. 4 Effective Date, to make available to the Borrower the Amendment No. 4 New Revolving Credit Commitments set forth opposite such Amendment No. 4 New be provided by an existing Revolving Credit Lender, an increase in such Lender’s name in Schedule 1 attached hereto; applicable Revolving Credit Commitment), under this Agreement pursuant to an amendment (can “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 4 Effective Date) each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent agree that or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Lead Borrower and the Administrative Agent, to effect the provisions of this Section 2.14. The Borrowers will use the proceeds of the Incremental Term Loans, Additional Revolving Loans and Revolving Commitment Increases as determined by the Lead Borrower and the Lenders providing such Incremental Term Loans and Revolving Commitment Increases, subject to such use otherwise being permitted under the terms of this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. (ig) Reallocation of Revolving Credit Exposure. Upon any Incremental Facility Closing Date on which Revolving Commitment Increases or Additional Revolving Commitments are effected through an increase in the Revolving Credit Commitment are added hereunder pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each of KKR Corporate Lending (CA) LLC may the Revolving Credit Lenders shall assign to each of the Incremental Revolving Credit Lenders, and each of the Incremental Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such interests in the Incremental Revolving Loans outstanding on such Incremental Facility Closing Date as shall be reduced on a non-pro rata basis such necessary in order that, on after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and Incremental Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the Amendment No. 4 Effective Dateaddition of such Revolving Commitment Increases to the Revolving Credit Commitments, its (b) each Revolving Commitment Increase shall be deemed for all purposes a Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan, and (iic) Schedule 2 attached hereto shall, each Incremental Revolving Credit Lender shall become a Lender with respect to the Revolving Credit Commitments only, supersede Commitment Increases and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety; (d) from and after the Amendment Noall matters relating thereto. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (f) by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the The Administrative Agent and the Collateral Agent to take such action as agent on its behalf Lenders hereby agree that the minimum borrowing, pro rata borrowing and to exercise such powers under the Existing Credit pro rata payment requirements contained elsewhere in this Agreement (as amended by this Amendment) and the other Credit Documents as are delegated shall not apply to the Administrative Agent or transactions effected pursuant to the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lenderimmediately preceding sentence.

Appears in 1 contract

Sources: Credit Agreement (Redwire Corp)

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment This Section 1 constitutes a Joinder Agreement an “Incremental Amendment” pursuant to the Existing Credit Agreement as referred which each Incremental Term Lender commits to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 belowmake, each Amendment No. 4 New Revolving Credit Lender agreesseverally but not jointly, effective as of the Amendment No. 4 Effective Date, to make available to the Borrower (i) Effective Date Incremental Term Loans on the Amendment No. 4 New Revolving Credit Commitments Effective Date in a principal amount not exceeding the amounts set forth opposite such Amendment No. 4 New Revolving Credit Incremental Term Lender’s name in under the heading “Effective Date Incremental Term Commitment” on Schedule 1 attached hereto; (c) the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 4 each, an “Effective DateDate Incremental Term Commitment”) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Delayed Draw Incremental Term Commitment” on Schedule 2 attached 1 hereto shall(each, a “Delayed Draw Incremental Term Commitment” and, together with respect to the Revolving Credit Commitments onlyEffective Date Incremental Term Commitments, supersede the “Incremental Term Commitments”). Once funded, the Effective Date Incremental Term Loans and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety; (d) from and after the Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments Delayed Draw Incremental Term Loans shall be deemed to be a “Revolving Credit Lender” single Class for all purposes under the Existing Amended and Restated Credit Agreement. The aggregate principal amount of the Effective Date Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement and is $925,000,000. The aggregate principal amount of the other Credit Documents and perform Delayed Draw Incremental Term Commitments of all Incremental Term Lenders as of the obligations ofdate of this Agreement is $200,000,000. Unless previously terminated, and have all the rights ofEffective Date Incremental Term Commitments shall terminate at 5:00 p.m., a Revolving Credit Lender thereunderNew York City time, on the date of initial funding of the Effective Date Incremental Term Loans. Unless previously terminated, the Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (iix) the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under making of the Existing Credit Agreement Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date and the other Credit Documents, (iiiy) the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have date that is three months after the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (f) by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lender.

Appears in 1 contract

Sources: Incremental and Amendment and Restatement Agreement

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 4 6 New Revolving Credit Term Loan Lender agrees, effective as of the Amendment No. 4 6 Effective DateDate (as defined below), to make available to the Borrower extend the Amendment No. 4 6 New Revolving Credit Commitments Term Loans set forth opposite such Amendment No. 4 6 New Revolving Credit Term Loan Lender’s name in Schedule 1 attached hereto; (c) the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety; (d) from and after the Amendment No. 4 6 Effective Date, (i) each Amendment No. 4 6 New Revolving Credit Term Loan Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 4 6 New Revolving Credit Commitments Term Loan Commitment of each Amendment No. 6 New Term Loan Lender shall be a “Revolving Credit Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 6 New Revolving Term Loan Facility shall constitute part of the “Credit Loans in respect of such Facilities” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 4 6 New Revolving Credit Commitments Term Loans of each Amendment No. 6 New Term Loan Lender shall each be a Revolving Credit New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments Term Loans outstanding prior to the Amendment No. 4 6 Effective Date), except as such terms are amended by this Amendment) may be set forth in the Amended Credit Agreement, for all purposes under the Existing Credit Agreement and the other Credit Documents and Documents; (ivd) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter all of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by parties hereto agree that the Amendment No. 4 Revolving Credit Lenders to become new Letter 6 New Term Loans will, upon funding, be a separate Series of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments Term Loans and will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes treated as a new Class of the Existing Credit AgreementTerm Loans, will have the same terms as the existing Revolving Initial Term Loans except as otherwise set forth in the Amended Credit CommitmentsAgreement, will, together with will constitute Term Loans for all purposes of the existing Revolving Existing Credit Commitments, be treated Agreement and will have an initial Interest Period ending on the same day as one Class of Revolving Credit Commitments (and any Revolving Credit the current Interest Period for the Term Loans funded thereunder will, together with any Revolving Credit Loans funded under outstanding prior to the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); andAmendment No. 6 Effective Date; (fe) by executing and delivering this Amendment, each Amendment No. 4 6 New Revolving Credit Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any Amendment No. 6 Joint Lead Arranger, any other Amendment No. 4 6 New Revolving Credit Term Loan Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 6 New Revolving Credit Term Loan Lender.

Appears in 1 contract

Sources: Credit Agreement (Applovin Corp)

Incremental Amendment. Each party hereto agrees as follows: (a) this This Amendment constitutes a Joinder Agreement is an amendment to incur an additional term loan facility as described in Section 2.14(a) of the Existing Credit Agreement as referred which shall be deemed incurred pursuant to in Section 2.14 of the Existing Credit Agreement; (b) subject this Amendment. Subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 4 New Revolving Credit Incremental Lender agrees, effective as of the First Amendment No. 4 Effective Date, to make available to extend the Borrower the Amendment No. 4 New Revolving Credit Commitments term loan commitments set forth opposite such Amendment No. 4 New Revolving Credit Incremental Lender’s name in under the heading “First Amendment Incremental Term Loan Commitments” on Schedule 1 attached hereto; (c) the Borrower, the Lenders party C-1 hereto (constituting all Revolving Credit Lenders on the First Amendment NoEffective Date (the “First Amendment Incremental Term Loan Commitments”). 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on From and after the First Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety; (d) from and after the Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Incremental Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be a an Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations ofLoan Documents, and shall have all of the rights of, and obligations of a Revolving Lender under the Credit Lender thereunder, Agreement and the other Loan Documents (ii) the First Amendment No. 4 New Revolving Credit Commitments Incremental Term Loan Commitment of each Incremental Lender shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Loan Documents and Schedule C-1 of the Existing Credit Documents, Agreement shall be deemed amended and supplemented to include such Schedule C-1 hereto and (iii) the First Amendment No. 4 New Revolving Credit Incremental Term Loans in respect of such Amendment No. 4 New Revolving Credit Commitments the Incremental Lenders shall be “Revolving Credit Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, Guarantees and Collateral and rights to prepayment payment and repaymentprepayment) as the Revolving Credit Commitments outstanding prior to Term Loans made on the Amendment No. 4 Effective Initial Closing Date), as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Loan Documents. The First Amendment No. 4 New Revolving Credit Lender Incremental Term Loans shall be made in a “Letter single Borrowing on the First Amendment Effective Date. (b) For the avoidance of Credit Issuer” with a Letter doubt, the terms and provisions of Credit Commitment in the amount set forth in First Amendment Incremental Term Loans shall be identical to the definition of clause (a) thereof as Term Loans made on the Initial Closing Date, including the same repayment terms and the same Applicable Margin and Prepayment Premium terms set forth in the Existing Credit Agreement Agreement. (c) Notwithstanding anything to the contrary in the Credit Agreement, (i) the First Amendment Incremental Term Loans will be borrowed at the LIBOR Option, (ii) the initial Interest Period applicable to the First Amendment Incremental Term Loans shall end on the same day as amended by this Amendmentthe Interest Period in effect on the First Amendment Effective Date with respect to the Term Loans made on the Initial Closing Date and (iii) the LIBOR Rate with respect to such initial Interest Period shall be identical to the LIBOR Rate for all purposes under such Interest Period in effect on the First Amendment Effective Date with respect to the Term Loans made on the Initial Closing Date. (d) Notwithstanding anything to the contrary in Section 2.14 of the Existing Credit Agreement Agreement, the execution and delivery of this Amendment by Borrower and the other Credit Documents and perform satisfaction of all the obligations of, and have all the rights of, a Letter conditions precedent to effectiveness of Credit Issuer thereunder (and this Amendment constitutes pursuant to Section 4 hereof shall be deemed to constitute a properly delivered and accepted written notice from by Borrower in accordance with the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter terms of Credit Issuers, in each case, as required by Section 3.6(a2.14(a) of the Existing Credit Agreement);. (e) The Borrower and the Amendment No. 4 New Revolving Credit Commitments will be an increase Lenders party hereto hereby waive the procedures set forth in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes Section 2.14(b) of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (f) by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and acknowledge and agree that each Lender has been provided the other Credit Documents and the exhibits thereto, together with copies option to provide up to its Pro Rata Share of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lender.First

Appears in 1 contract

Sources: Term Loan Credit Agreement (Cross Country Healthcare Inc)

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 4 New Revolving Credit Lender agrees, effective a. On and as of the Incremental Amendment No. 4 Effective DateDate (as defined below), to make available to the Borrower party hereto providing the Amendment No. 4 New Revolving Credit Commitments Incremental Term Loan Commitment (as defined below) as indicated on Annex I hereto (the “Incremental Term Loan Lender”) hereby provides the Incremental Term Loan Commitment set forth opposite such Amendment No. 4 New Revolving Credit Lender’s its name in Schedule 1 on Annex I attached hereto; (c) the Borrower, the Lenders party hereto (constituting it being agreed that the Incremental Term Loans (as defined below) shall be funded at 99.75% of the principal amount thereof, and notwithstanding said discount all Revolving calculations hereunder and under the Credit Lenders on the Amendment No. 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, Agreement with respect to the Revolving Credit Commitments onlyIncremental Term Loans, supersede including the accrual of interest and replace Schedule 1.1(b) the repayment or prepayment of principal, shall be based on 100% of the Existing stated principal amount thereof) on the terms and subject to the conditions provided for herein (the “Incremental Term Loan Commitment” and the loans to be made in respect thereof subject to the terms and conditions provided for herein, the “Incremental Term Loans”). The Incremental Term Loans shall be provided in accordance with, and be subject to all of the terms and conditions set forth in, the Credit Agreement in its entirety;(including, without limitation, Section 2.14 thereof). b. The Incremental Term Loan Lender, Holdings and the Borrowers acknowledge and agree that upon the incurrence of Incremental Term Loans pursuant to the Incremental Term Loan Commitment, such loans shall constitute Initial Term Loans (dand Term Loans and Loans) from and after the Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Lender” for all purposes under of the Existing Credit Agreement and the other Credit Documents applicable Loan Documents. It is understood and perform all agreed that on the obligations ofdate of the making of the Incremental Term Loans, and have all notwithstanding anything to the rights ofcontrary set forth in Section 2.02 of the Credit Agreement, a Revolving Credit Lender thereunder, (ii) the Amendment No. 4 New Revolving Credit Commitments Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a “Revolving Credit Commitment” for all purposes under pro rata basis (based on the Existing Credit Agreement relative sizes of the various outstanding Term Borrowings), so that each Lender of Term Loans will participate proportionately in each then outstanding Borrowing of Term Loans. c. The Incremental Term Loan Lender, Holdings and the other Credit Documents, (iii) Borrowers agree to the Amendment No. 4 New Revolving Credit Loans terms and conditions set forth herein in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Incremental Term Loan Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect provided pursuant to this Incremental Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and. (f) by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit d. The Incremental Term Loan Lender hereunder shall be deemed to: (i) confirm confirms that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits theretoLoan Documents, together with copies of the financial statements referred to therein therein, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; Incremental Amendment and to become a Lender under the Credit Agreement, (ii) agree agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender Incremental Arrangers or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; Agreement and the other Loan Documents, (iii) appoint acknowledges and authorize agrees that no fiduciary or advisory relationship between the Administrative Agent and/or the Incremental Arrangers, on the one hand, and the Collateral Incremental Term Loan Lender, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Incremental Amendment, (iv) acknowledges and agrees that the Incremental Term Loan Lender is capable of evaluating and understanding, and it understands and accepts, the terms, risks and conditions of the transactions contemplated by this Incremental Amendment, (v) acknowledges and agrees that the Administrative Agent, the Incremental Arrangers or any of their respective Affiliates may have received fees or other compensation from Holdings or any of its Affiliates in connection with this Incremental Amendment which may or may not be publicly disclosed and such fees or compensation do not affect the Incremental Term Loan Lender’s independent credit decision to enter into the transactions contemplated by this Incremental Amendment, (vi) acknowledges and agrees that notwithstanding that no fiduciary or similar relationship exists between the Administrative Agent and/or the Incremental Arrangers, on the one hand, and the Incremental Term Loan Lender, on the other hand, the Incremental Term Loan Lender hereby waives, to the fullest extent permitted by law, any claims it may have against the Administrative Agent, the Incremental Arrangers or their respective Affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Administrative Agent, the Incremental Arrangers and their respective Affiliates shall have no liability (whether direct or indirect) to the Incremental Term Loan Lender in respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of the Incremental Term Loan Lender, including the Incremental Term Loan Lender’s stockholders, employees or creditors, (vii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Loan Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; thereto and (ivviii) agree agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) and the other Loan Documents are required to be performed by it as a Lender or a Term Lender. e. Upon (x) the occurrence of the Incremental Amendment Effective Date and (y) the satisfaction (or waiver as provided for therein) of the conditions precedent set forth in Section 7 below, the Incremental Term Loan Lender (i) shall be obligated to make the Incremental Term Loans committed to be made by it as provided in this Incremental Amendment on the date such conditions are so satisfied (or waived), on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Incremental Amendment and (ii) to the extent provided in this Incremental Amendment, shall have the rights and obligations of a Lender and a Term Lender thereunder and under the other applicable Loan Documents; provided that (x) if the conditions precedent set forth in Section 7 below are not satisfied (or waived) on or prior to November 10, 2016 (the “Incremental Commitment Termination Date”), then the Incremental Term Loan Commitment shall immediately terminate and the Incremental Term Loan Lender shall have no further obligation hereunder to make Incremental Term Loans to the Borrowers and (y) only one drawing of Incremental Term Loans may be made by the Borrowers on or prior to the Incremental Commitment Termination Date. f. The Borrowers acknowledge and agree that (i) they shall be liable for all Obligations with respect to the Incremental Term Loan Commitment provided hereby, including, without limitation, all Incremental Term Loans made pursuant hereto and (ii) all such Obligations (including all such Incremental Term Loans) shall be entitled to the benefits of the Collateral Documents and each Guaranty. g. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitment provided hereby and all Incremental Term Loans made pursuant thereto (i) shall be fully guaranteed pursuant to their respective Guaranties as, and to the extent, provided therein and in the Credit Agreement and shall constitute Guaranteed Obligations under and as defined in the Guaranties and (ii) are fully secured by the Collateral Documents and shall be entitled to the benefits of their respective Collateral Documents as, and to the extent, provided therein and in the Credit Agreement and shall constitute Secured Obligations under and as defined in the Security Agreement. h. The Incremental Term Loans to be made as provided in this Incremental Amendment shall constitute an increase in the existing Term Loan Tranche outstanding under the Credit Agreement and shall be on the same terms as, and become part of, the existing Term Loan Tranche under the Credit Agreement. The Borrowers hereby unconditionally promise to repay the Term Loans (including the Incremental Term Loans) in accordance with the schedule of installment payments set forth in Section 2.07(a) of the Credit Agreement (after giving effect to the amendments thereto effected hereby and as the same may be further adjusted in accordance with the provisions of the Credit Agreement). Interest will begin accruing on the Incremental Term Loans on the Incremental Loan Funding Date (as defined below). i. On and as of the date of the funding of the Incremental Term Loans to the Borrowers hereunder (the “Incremental Loan Funding Date”), the Borrowers and the other parties hereto agree that (i) unless the context clearly requires otherwise, the Incremental Term Loan Lender will be deemed to be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents (and each reference therein to the “Lenders” will be deemed to include the Incremental Term Loan Lender), (ii) unless the context clearly requires otherwise, the definitions of the terms “Initial Term Loans”, “Term Loans”, “Loans” and “Term Facility” shall be deemed modified to include the Incremental Term Loans, (iii) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definition in appropriate alphabetical order therein: “Amendment No. 4 New Revolving 2” means Amendment No. 2, dated as of November 10, 2016, to this Agreement, (iv) Section 1.01 of the Credit LenderAgreement is hereby amended by inserting the following definition in appropriate alphabetical order therein: “Amendment No. 2 Effective Date” means November 10, 2016 and (v) Section 2.07(a) of the Credit Agreement shall be deleted in its entirety and be replaced with the new Section 2.07(a) contained in Annex II hereto.

Appears in 1 contract

Sources: Credit Agreement (PPD, Inc.)

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment This Section 2 constitutes a Joinder Agreement an “Incremental Amendment” pursuant to the Existing Credit Agreement as referred to in Section 2.14 2.16 of the Existing Credit Agreement; (b) subject , pursuant to the satisfaction of the conditions set forth in Section 4 below, which each Amendment No. 4 New Incremental Revolving Credit Lender agreeslisted on Schedule 1 hereto (each, effective as of the a “Fourth Amendment No. 4 Effective DateIncremental Revolving Credit Lender”) commits, severally but not jointly, to make available provide to the Borrower a Revolving Commitment Increase on the Amendment No. 4 New Revolving Credit Commitments Effective Date in a principal amount equal to the amount set forth opposite such Fourth Amendment No. 4 New Incremental Revolving Credit Lender’s name in under the heading “Fourth Amendment Revolving Commitment Increase” on Schedule 1 attached hereto; (c) the Borrower, the Lenders party hereto (constituting the “Fourth Amendment Revolving Commitment Increase”). The aggregate principal amount of the Fourth Amendment Revolving Commitment Increase of all Fourth Amendment Incremental Revolving Credit Lenders on as of the date of this Amendment is $160,000,000.00. Effective as of the Amendment No. 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its each Fourth Amendment Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety; (d) from and after the Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments Increase shall be a “Revolving Credit Lender” deemed for all purposes under the Existing Credit Agreement and the other Loan Documents a Revolving Credit Documents Commitment and perform each Loan made thereunder shall be deemed, for all the obligations of, and have all the rights ofpurposes, a Revolving Credit Lender thereunder, Loan. (iib) Effective as of the Amendment No. 4 New Effective Date, pursuant to Section 2.16(g) of the Credit Agreement, each of the Existing Revolving Lenders shall assign to each of the Fourth Amendment Incremental Revolving Credit Lenders, and each of the Fourth Amendment Incremental Revolving Credit Lenders shall purchase from each of the Existing Revolving Lenders, at the principal amount thereof, such interests in the Incremental Revolving Loans (each, a “Fourth Amendment Incremental Revolving Loan”) outstanding on the Amendment Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by Existing Revolving Lenders and Fourth Amendment Incremental Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments shall be a “after giving effect to the addition of the Fourth Amendment Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect Commitment Increase to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to Commitments. (c) Effective as of the Amendment No. 4 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and is hereby amended to delete the other Credit Documents and stricken text (iv) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment indicated textually in the amount set forth same manner as the following example: stricken text) and to add the underlined text (indicated textually in the definition of clause (asame manner as the following example: underlined text) thereof as set forth in Annex I hereto (except for the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement deletions and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower additions to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) 7.11 of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms which are referred to herein as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans“Financial Covenant Amendment”); and. (fd) by executing and delivering this Amendment, each Each Fourth Amendment No. 4 New Incremental Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy hereby consents to the amendments set forth in Section 3 of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lender.

Appears in 1 contract

Sources: Credit Agreement (Bright Horizons Family Solutions Inc.)

Incremental Amendment. Each party (a) This Section 2 constitutes an “Incremental Amendment” pursuant to Section 2.16 of the Credit Agreement, pursuant to which each Incremental Revolving Credit Lender listed on Schedule 1 hereto agrees (the “Fifth Amendment Incremental Revolving Credit Lender”) commits, severally but not jointly, to provide to the Borrower a Revolving Commitment Increase on the Amendment Effective Date in a principal amount equal to the amount set forth opposite the Fifth Amendment Incremental Revolving Credit Lender’s name under the heading “Fifth Amendment Revolving Commitment Increase” on Schedule 1 hereto (the “Fifth Amendment Revolving Commitment Increase”). The aggregate principal amount of the Fifth Amendment Revolving Commitment Increase of the Fifth Amendment Incremental Revolving Credit Lender as of the date of this Amendment is $15,000,000.00. Effective as of the Amendment Effective Date, each Fifth Amendment Revolving Commitment Increase shall be deemed for all purposes under the Credit Agreement and the Loan Documents a Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan. (b) Effective as of the Amendment Effective Date, pursuant to Section 2.16(g) of the Credit Agreement, each of the Existing Revolving Lenders shall assign to the Fifth Amendment Incremental Revolving Credit Lender, and the Fifth Amendment Incremental Revolving Credit Lender shall purchase from each of the Existing Revolving Lenders, at the principal amount thereof, such interests in the Incremental Revolving Loans (each, a “Fifth Amendment Incremental Revolving Loan”) outstanding on the Amendment Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by Existing Revolving Lenders and the Fifth Amendment Incremental Revolving Credit Lender ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of the Fifth Amendment Revolving Commitment Increase to the Revolving Credit Commitments. (c) Effective as of the Amendment Effective Date, the Credit Agreement is hereby amended as follows: (ai) this Amendment constitutes a Joinder Agreement to Section 1.01 of the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 4 New Revolving Credit Lender agrees, effective as of the Amendment No. 4 Effective Date, to make available to the Borrower the Amendment No. 4 New Revolving Credit Commitments set forth opposite such Amendment No. 4 New Revolving Credit Lender’s name in Schedule 1 attached hereto; (c) the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety; (d) from and after the Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date, as such terms are hereby amended by this Amendment) for all purposes under inserting the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment following definitions therein in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (f) by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lender.alphabetical order:

Appears in 1 contract

Sources: Credit Agreement (Bright Horizons Family Solutions Inc.)

Incremental Amendment. Each party hereto agrees as follows: (a) this This Incremental Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to is an “Incremental Amendment” referenced in Section 2.14 2.09(e) of the Existing Credit Term Loan Agreement; (b) subject to . Borrowers, the Administrative Agent and the No. 1 Incremental Term Lenders hereby agree that the No. 1 Incremental Term Commitments shall become effective upon the satisfaction of the conditions set forth in Section 4 below3 hereof (the date on which such conditions are satisfied, the “Incremental Amendment Effective Date”). On the Incremental Amendment Effective Date immediately after the establishment of the No. 1 Incremental Term Commitments, each Amendment No. 4 New Revolving Credit 1 Incremental Term Lender agreesshall, effective as of the Amendment on a several basis, make No. 4 Effective Date, to make available 1 Incremental Term Loans to the Borrower Borrowers in the Amendment No. 4 New Revolving Credit Commitments principal amount set forth opposite such Amendment No. 4 New Revolving Credit 1 Incremental Term Lender’s name in on Schedule 1 attached A hereto; (c) ; provided that the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment Borrowers agree that each No. 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on 1 Incremental Term Lender’s obligation to make a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect 1 Incremental Term Loan to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) Borrowers as provided in this Incremental Amendment shall be satisfied by the deemed delivery by such No. 1 Incremental Term Lender of 100% of the Existing Credit Agreement in its entirety; (d) from and after proceeds of the Amendment No. 4 Effective Date, (i) each Amendment 1 Incremental Term Loans of such No. 4 New Revolving Credit 1 Incremental Term Lender providing to the Amendment No. 4 New Revolving Credit 1 Note Sellers (as defined in Section 3 hereof) as specified in the applicable Borrowing Request in satisfaction of the payment of the purchase price owed to such Note Seller under the Note Purchase Agreement. The No. 1 Incremental Term Commitments shall be a “Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect decreased to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date ($0 immediately after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have No. 1 Incremental Term Loans as contemplated by the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); andpreceding sentence. (fb) by executing and delivering this AmendmentBorrowers, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent No. 1 Incremental Term Lenders hereby agree that the No. 1 Incremental Term Loans shall have terms identical to take such action as agent on its behalf and to exercise such powers those of the Loans outstanding under the Term Loan Agreement immediately prior to the Incremental Amendment Effective Date (the “Existing Credit Agreement (as amended by this Amendment) Term Loans”). After giving effect hereto on the Incremental Amendment Effective Date, the No. 1 Incremental Term Loans shall be deemed to be Loans and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, Loans shall be deemed increased by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all amount of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lender.1

Appears in 1 contract

Sources: Incremental Amendment (Hornbeck Offshore Services Inc /La)

Incremental Amendment. Each party hereto agrees Subject to the satisfaction of the conditions precedent set forth in Section 5 below, the Borrower, the Guarantors, the November 2021 Incremental Revolving Lenders, each Issuing Bank and Agent hereby agree as follows: (a) this Amendment constitutes a Joinder Agreement to The Borrower is requesting November 2021 Incremental Revolving Commitments in the Existing Credit Agreement as referred to in aggregate principal amount of $40,000,000 from the November 2021 Incremental Revolving Lenders pursuant to, and on the terms set forth in, Section 2.14 2.19 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 4 New Revolving Credit Lender agrees, effective as of the Seventh Amendment NoEffective Time. 4 Effective DateThe full principal amount of such November 2021 Incremental Revolving Commitments are being incurred in reliance on clause (i)(y)(A) of the first proviso of Section 2.19(a) under the Credit Agreement. (b) Each November 2021 Incremental Revolving Lender agrees, severally and not jointly, to make available provide to the Borrower its November 2021 Incremental Revolving Commitments as a Revolving Commitment Increase under the Amended Credit Agreement commencing as of the Seventh Amendment No. 4 New Effective Time in an amount equal to such November 2021 Incremental Revolving Credit Commitments set forth opposite such Amendment No. 4 New Revolving Credit Lender’s name in Schedule 1 attached hereto; (c) the Borrower, the Lenders party hereto (constituting all November 2021 Incremental Revolving Credit Lenders on the Amendment No. 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is Commitments as set forth on Schedule 2 attached hereto 2.01 hereto, and (ii) Schedule 2 attached hereto shall, with respect to make Revolving Loans to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety; (d) from and after the Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Lender” for all purposes Borrower under the Existing Amended Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit IssuersAgreement, in each case, as required by Section 3.6(a) at any time and from time to time on and after the Seventh Amendment Effective Time until the earlier of the Existing Revolving Maturity Date and the termination of the Revolving Commitment of such November 2021 Incremental Revolving Lender in accordance with the terms of the Amended Credit Agreement); (e) , in an aggregate principal amount at any time outstanding not to exceed such November 2021 Incremental Revolving Lender’s November 2021 Incremental Revolving Commitment. Concurrent with the Seventh Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (Time, after giving effect to this Amendment)the Revolving Commitment Increase pursuant to the November 2021 Incremental Revolving Commitments, will constitute Revolving Credit Commitments for all purposes (x) in accordance with Section 2.19(g) of the Existing Credit Agreement, will have each Revolving Lender holding Revolving Commitments immediately prior to such Revolving Commitment Increase (each such Revolving Lender, an “Existing Revolving Lender”) that has Revolving Exposure with respect to Revolving Loans that are outstanding under its Existing Revolving Commitments as of immediately prior to the same terms as Seventh Amendment Effective Time (the existing “Existing Revolving Credit CommitmentsLoans”), will, together pursuant to Section 2.19(g), assign to each November 2021 Incremental Revolving Lender, and each November 2021 Incremental Revolving Lender shall purchase from such Existing Revolving Lender, at the principal amount thereof, such interests in the Existing Revolving Loans outstanding as of immediately prior to the Seventh Amendment Effective Time as shall be necessary in order that, after giving effect to all such assignments and purchases under this clause (x), and taking into account all Credit Extensions of Revolving Loans made as of the Seventh Amendment Effective Time, such Existing Revolving Loans will be held by Existing Revolving Lenders and November 2021 Incremental Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the existing Revolving Commitment Increase pursuant to the November 2021 Incremental Revolving Commitments and (y) the LC Exposure of each Revolving Lender shall be based on such Revolving Lender’s Pro Rata Share (for the avoidance of doubt, determined after giving effect to the Revolving Commitment Increase pursuant to the November 2021 Incremental Revolving Commitments) of the aggregate LC Exposure. The Administrative Agent and each Issuing Bank hereby consent to each November 2021 Incremental Revolving Lender to the extent required pursuant to Section 2.19 and/or Section 10.04 under the Credit CommitmentsAgreement. (c) The Existing Revolving Commitments and the November 2021 Incremental Revolving Commitments shall be deemed to be, be and treated as one as, part of a single Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder willmade pursuant to the Existing Revolving Commitments and the November 2021 Incremental Revolving Commitments shall be deemed to be, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitmentsand treated as, be treated as one part of a single Class of Revolving Credit Loans); and. (fd) by executing and delivering this Amendment, each Amendment No. 4 New The definition of “Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy Commitment” under Section 1.01 of the Existing Credit Agreement is hereby amended and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information restated as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lender.follows:

Appears in 1 contract

Sources: Credit Agreement (Surgery Partners, Inc.)

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment This Section 1 constitutes a Joinder Agreement an “Incremental Amendment” pursuant to which each Incremental Term Lender commits to make, severally but not jointly, to the Existing Borrower (i) Effective Date Incremental Term Loans on the Effective Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Effective Date Incremental Term Commitment” on Schedule 1 hereto (each, an “Effective Date Incremental Term Commitment”) and (ii) Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Delayed Draw Incremental Term Commitment” on Schedule 1 hereto (each, a “Delayed Draw Incremental Term Commitment” and, together with the Effective Date Incremental Term Commitments, the “Incremental Term Commitments”). Once funded, the Effective Date Incremental Term Loans and the Delayed Draw Incremental Term Loans shall be deemed to be a single Class for all purposes under the Amended and Restated Credit Agreement as referred to in Section 2.14 Agreement. The aggregate principal amount of the Existing Credit Agreement;Effective Date Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $925,000,000. The aggregate principal amount of the Delayed Draw Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $200,000,000. Unless previously terminated, the Effective Date Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the Effective Date Incremental Term Loans. Unless previously terminated, the Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (x) the making of the Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date and (y) the date that is three months after the Effective Date. (b) subject to the satisfaction of the conditions set forth in Amounts borrowed under this Section 4 below, each Amendment No1 and repaid or prepaid may not be reborrowed. 4 New Revolving Credit Lender agrees, effective as of the Amendment No. 4 Effective Date, to make available to the Borrower the Amendment No. 4 New Revolving Credit Commitments set forth opposite such Amendment No. 4 New Revolving Credit Lender’s name in Schedule 1 attached hereto; (c) the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC Incremental Term Loans may be reduced on a non-pro rata basis such thatBase Rate Loans or Eurocurrency Rate Loans, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement further provided in its entirety; (d) from and after the Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Amended and Restated Credit Documents Agreement. (c) The Borrower shall use the proceeds of (i) the Effective Date Incremental Term Loans (A) to prepay in full, on the Effective Date, the outstanding principal amount of the Existing Term Loans, together with any accrued but unpaid interest and perform fees thereon and (B) to pay all fees, costs and expenses incurred or payable by the obligations ofBorrower in connection with the foregoing and with the execution and delivery of this Agreement by each person party hereto, the satisfaction and/or waiver of the conditions to the effectiveness hereof and have all the rights of, a Revolving consummation of the transactions contemplated hereby (including the borrowing of the Incremental Term Loans and the amendment and restatement of the Existing Credit Lender thereunder, Agreement) and (ii) the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” Delayed Draw Incremental Term Loans (A) for general corporate purposes, including acquisitions and (B) to pay all purposes under fees, costs and expenses incurred or payable by the Existing Credit Agreement and Borrower in connection with the other Credit Documents, foregoing. (iiid) the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms Notwithstanding anything herein (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, Sections 1(a) and rights to prepayment and repayment1(c) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date, as such terms are amended by this Amendmenthereof) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth or in the Existing Credit Agreement to the contrary, (as amended by this Amendmenti) for all purposes under each Incremental Term Lender holding an Existing Term Loan immediately prior to the Effective Date (each such Incremental Term Lender, an “Existing Credit Agreement and Lender”) that delivers to the other Credit Documents and perform all the obligations of, and Successor Administrative Agent an executed cashless roll election form shall be deemed to have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from made to the Borrower an Effective Date Incremental Term Loan on the Effective Date in an amount (such Existing Lender’s “Cashless Roll Amount”) equal to the Administrative Agent and an agreement by lesser of (A) the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) aggregate principal amount of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding Term Loan held by such Existing Lender immediately prior to the Amendment No. 4 Effective Date (after giving effect such Existing Lender’s “Existing Term Loan Amount”) and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that if such Existing Lender’s Effective Date Incremental Term Commitment exceeds such Existing Lender’s Existing Term Loan Amount, then such Existing Lender shall be required to this Amendment)make an Effective Date Incremental Term Loan to the Borrower on the Effective Date in accordance with Section 1(a) hereof in an aggregate principal amount equal to such excess, will constitute Revolving Credit Commitments for all purposes and (ii) the Borrower shall be deemed to have prepaid, on the Effective Date, an amount of the Existing Credit AgreementTerm Loan of each Existing Lender in an aggregate principal amount equal to the lesser of (A) such Existing Lender’s Existing Term Loan Amount and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that (1) if such Existing Lender’s Existing Term Loan Amount exceeds such Existing Lender’s Effective Date Incremental Term Commitment, will have then the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (f) by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder Borrower shall be deemed to: (irequired to prepay in full, on the Effective Date in accordance with Section 1(c) confirm that it has received a copy hereof, the outstanding principal amount of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies Term Loan of the financial statements referred such Existing Lender not deemed to therein and such other documents and information as it has deemed appropriate be prepaid pursuant to make its own credit analysis and decision to enter into this Amendment; clause (ii) agree that it will, independently and without reliance upon (2) notwithstanding the Administrative Agentoperation of this clause (ii), the Collateral AgentBorrower shall be required to pay to such Existing (1) Lender, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent on the Effective Date, all accrued but unpaid interest and based fees on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms outstanding principal amount of the Existing Credit Agreement (as amended by this Amendment) are required Term Loans of such Existing Lender immediately prior to be performed by it as an Amendment No. 4 New Revolving Credit Lenderthe Effective Date.

Appears in 1 contract

Sources: Incremental and Amendment and Restatement Agreement (Bright Horizons Family Solutions Inc.)

Incremental Amendment. Each party hereto agrees as follows: (a) This amendment (this “Incremental Facility Amendment”) is an Incremental Facility Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 2.21 of the Existing Credit Agreement;, and Borrower and the Incremental Revolving Lenders hereby agree and notify you that: (bi) the total aggregate Incremental Revolving Loan Commitments of the Incremental Revolving Lenders is $50,000,000 and the several Incremental Revolving Loan Commitment of each Incremental Revolving Lender is set forth on its signature page hereto; and (ii) subject to the satisfaction of the conditions to Borrowing under Section 4.02 of the Credit Agreement and to the satisfaction of the conditions set forth in Section 4 clauses (A) through (C) below, each Amendment No. 4 New Revolving Credit Lender agrees, effective as the funding of the Amendment NoIncremental Revolving Loans may occur from time to time upon Borrower’s request in accordance with Sections 2.02 and 4.02 of the Credit Agreement. 4 Effective Date, to make available Incremental Revolving Loans that are repaid or prepaid may be reborrowed. (A) no Default shall exist or would exist after giving effect to the Borrower making of the Amendment No. 4 New Incremental Revolving Credit Commitments set forth opposite such Amendment No. 4 New Revolving Credit Lender’s name in Schedule 1 attached heretoLoans and the use of proceeds therefrom; (cB) after giving effect to the Borrower, making of the Lenders party hereto (constituting all Incremental Revolving Credit Lenders on the Amendment No. 4 Effective Date) Loans and the Administrative Agent agree that (i) use of proceeds therefrom, Borrower would be in compliance with the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced Financial Covenants on a non-pro rata forma basis on such thatdate and for the most recent fiscal quarter for which financial statements have been delivered in accordance with Section 5.01 of the Credit Agreement after giving effect on a pro forma basis to any related adjustment events, on and including any acquisitions or dispositions after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) beginning of the Existing Credit Agreement in its entirety;relevant calculation period but prior to or simultaneous with the borrowing of such Incremental Revolving Loans; and (dC) from and after the Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments Borrower shall be a “Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower delivered to the Administrative Agent and Incremental Revolving Lenders the officer’s certificate, dated the date of borrowing, required by Section 2.21(b) of the Credit Agreement and also certifying as of the date of borrowing to clauses (A) and (B) above. (b) Each of the Incremental Revolving Lenders and Borrower hereby agrees that the Incremental Revolving Loans made pursuant to this Incremental Facility Amendment will be Revolving Loans and any lender with an agreement by the Amendment No. 4 outstanding Incremental Revolving Credit Lenders to become new Letter of Credit IssuersLoan will be a Revolving Lender, in each case, as required by Section 3.6(acase for any and all purposes under the Credit Agreement and (A) shall rank pari passu in right of payment and right of security in respect of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in Collateral with the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date Loans and (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will B) shall have the same terms as Revolving Loans existing immediately prior to the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class effectiveness of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); andthis Incremental Facility Amendment. (fc) by executing Borrower covenants and delivering this Amendment, each Amendment No. 4 New agrees that the proceeds of the Incremental Revolving Credit Lender hereunder Loan shall be deemed to: used by Borrower for general corporate purposes (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred including to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lenderfinance Permitted Acquisitions).

Appears in 1 contract

Sources: Incremental Facility Amendment (Lifepoint Hospitals, Inc.)

Incremental Amendment. Each party hereto agrees as follows: (a) This amendment (this Amendment constitutes a Joinder Agreement to “Incremental Facility Amendment”) is an amendment increasing the Existing Credit Agreement as Term Loans referred to in Section 2.14 2.25 of the Existing Credit Agreement;, and Parent Borrower and the Increasing Lenders hereby agree and notify you that: (bi) the total Incremental Term Commitment of the Increasing Lenders is $65,000,000; and (ii) subject to the satisfaction of the conditions to Borrowing under Section 5.2 of the Credit Agreement and to the satisfaction of the conditions set forth in Section 4 clauses (A) through (C) below, each Amendment No. 4 New Revolving Credit Lender agrees, effective as the funding of the Amendment NoIncremental Term Loan will occur in one drawing upon the Parent Borrower’s request in accordance with Sections 2.1 and 5.2 of the Credit Agreement (provided that the Closing Date shall be the date hereof). 4 Effective DateIn the event that all or any portion of the Incremental Term Loan is not borrowed on or before the date hereof, the unborrowed portion of the Incremental Term Commitment shall automatically terminate on such date unless the Increasing Lenders shall agree to make available to an extension. (A) no Event of Default shall have occurred and be continuing or occur as a result of the Borrower the Amendment No. 4 New Revolving Credit Commitments set forth opposite such Amendment No. 4 New Revolving Credit Lender’s name in Schedule 1 attached heretoIncremental Term Loan; (cB) the Borrower, proceeds of the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 4 Effective Date) Incremental Term Loans will be used solely for Permitted Acquisitions and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on costs and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement in its entiretyexpenses related thereto; (dC) from and on a pro forma basis, after giving effect to the Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing making of the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Lender” for all purposes under the Existing Credit Agreement Incremental Term Loan and the other Credit Documents and perform all use of proceeds, the obligations of, and have all the rights of, Consolidated Senior Leverage Ratio does not exceed 3.25 to 1.00; (D) on a Revolving Credit Lender thereunder, pro forma basis (ii) the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth the term “Permitted Acquisition” in the Existing Credit Agreement Agreement), the Borrowers are in compliance with Section 7.1 of the Credit Agreement; and (as amended by this AmendmentE) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and Parent Borrower shall have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower delivered to the Administrative Agent and Increasing Lenders an agreement by officer’s certificate, dated the date of borrowing, certifying satisfaction of the requirements of Section 2.25(a) of the Credit Agreement, including as described in clauses (A), (B), (C) and (D) above. (b) Each of the Increasing Lenders and the Parent Borrower hereby agree that the Incremental Term Loan made pursuant to this Incremental Facility Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuerswill be a Term Loan and any Lender with an outstanding Incremental Term Loan will be a Term Lender, in each case, as required by Section 3.6(acase for any and all purposes under the Credit Agreement and (A) shall rank pari passu in right of payment and right of security in respect of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in Collateral with the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date Term Loans and (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will B) shall have the same terms as Term Loans existing immediately prior to the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class effectiveness of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); andthis Incremental Facility Amendment. (fc) The table set forth in Section 2.2 of the Credit Agreement is hereby amended by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: adding (i) confirm that it has received a copy of to each quarterly installment from and including the Existing Credit Agreement second quarterly installment to and including the other Credit Documents twenty-forth quarterly installment, $169,565.22 and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree to each quarterly installment from and including the twenty-fifth quarterly installment to and including the twenty-eighth quarterly installment, $15,275,000. (d) The Parent Borrower covenants and agrees that it will, independently and without reliance upon the Administrative Agent, proceeds of the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it Incremental Term Loan shall deem appropriate at be used by the time, continue to make its own credit decisions in taking or not taking action under Parent Borrower for the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf Acquisition and to exercise such powers under pay the Existing Credit Agreement (as amended by this Amendment) costs and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental expenses related thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lender.

Appears in 1 contract

Sources: Incremental Facility Amendment (Norcross Safety Products LLC)

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement Subject solely to the Existing satisfaction (or waiver in writing) of the conditions precedent set forth in Section 7 hereof, (i) the 2025-1 Incremental Term Lender hereby agrees to provide the full amount of its 2025-1 Incremental Term Commitment and agrees to make, on the Second Amendment Effective Date, 2025-1 Incremental Term Loans to the Borrowers in an aggregate principal amount equal to its 2025-1 Incremental Term Commitment and (ii) each 2025-1 Incremental Revolving Credit Lender hereby agrees to provide the full amount of its 2025-1 Incremental Revolving Credit Commitment to the Borrowers on the Second Amendment Effective Date (in each case, immediately after giving effect to the incurrence of the 2025-1 Refinancing Term Loans pursuant to Section 2 above and the consent set forth in Section 4(b) below). The 2025-1 Incremental Facilities provided pursuant to this Section 3 of this Second Amendment shall be subject to all of the terms and conditions set forth in the Amended Credit Agreement, including, without limitation, Sections 2.01(a)(i) (in the case of the 2025-1 Incremental Term Commitments), 2.01(b) (in the case of the 2025-1 Incremental Revolving Credit Commitments) and 2.24 thereof, and the obligation of the 2025-1 Incremental Lenders to provide the 2025-1 Incremental Facilities on the Second Amendment Effective Date shall be subject to the satisfaction, or waiver in accordance with Section 10.05 of the Credit Agreement, of the conditions precedent set forth in Section 2.24 of the Credit Agreement as referred and Section 7 hereof. The 2025-1 Incremental Lenders, the Administrative Agent and each Credit Party agree that this Section 3 of this Second Amendment is necessary and appropriate, in each of their reasonable opinions, to in effect the provisions of Section 2.14 2.24 of the Existing Credit Agreement and shall constitute an “Incremental Amendment” pursuant to and in accordance with Section 2.24(f) of the Credit Agreement;. (b) subject to Immediately upon the satisfaction incurrence of the conditions 2025-1 Refinancing Term Loans on the Second Amendment Effective Date, each 2025-1 Incremental Lender (i) shall be obligated to establish the 2025-1 Incremental Facilities (and in the case of the 2025-1 Incremental Term Lender, shall be obligated to make 2025-1 Incremental Term Loans), in each case, as provided in this Section 3 of this Second Amendment on the terms set forth in Section 4 below, each this Second Amendment No. 4 New Revolving Credit Lender agrees, effective as of the Amendment No. 4 Effective Date, to make available and (ii) to the Borrower extent provided in this Second Amendment, shall have the Amendment No. 4 New Revolving rights and obligations of a Lender under the Amended Credit Commitments set forth opposite such Amendment No. 4 New Revolving Agreement and under the other applicable Credit Lender’s name in Schedule 1 attached hereto;Documents. (c) Immediately upon the Borrowerestablishment of the 2025-1 Incremental Term Commitments and the incurrence of the 2025-1 Incremental Term Loans pursuant thereto on the Second Amendment Effective Date, (i) such 2025-1 Incremental Term Loans shall be added to (and form part of) the Term Borrowing of 2025-1 Refinancing Term Loans established pursuant to Section 2 above, (ii) the 2025-1 Incremental Term Loans shall constitute a single Class of Term Loans with the 2025-1 Refinancing Term Loans, (iii) the 2025-1 Incremental Term Commitments shall constitute “Term Loan Commitments” for all purposes under, and subject to the provisions of, the Lenders party hereto Credit Documents and (constituting iv) the 2025-1 Incremental Term Loans shall constitute “2025-1 Refinancing Term Loans,” “Initial Term Loans” and “Term Loans” for all purposes under, and subject to the provisions of, the Credit Documents. Immediately upon the establishment of the 2025-1 Incremental Revolving Credit Lenders Commitments pursuant hereto on the Second Amendment No. 4 Effective Date) and the Administrative Agent agree that , (i) the 2025-1 Incremental Revolving Credit Commitment Commitments shall be added to, and thereafter constitute a part of, the existing Class of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Revolving Commitments immediately prior to giving effect to this Second Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the 2025-1 Revolving Credit Commitments onlyshall constitute “Revolving Commitments” for all purposes under, supersede and replace Schedule 1.1(b) subject to the provisions of the Existing Credit Agreement in its entirety;Documents. (d) from and after Immediately upon giving effect to the 2025-1 Incremental Revolving Credit Commitments on the Second Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing (other than the Amendment No. 4 New 2025-1 Incremental Revolving Credit Commitments shall Lenders) will automatically and without further act be deemed to have assigned to each 2025-1 Incremental Revolving Credit Lender and each 2025-1 Incremental Revolving Credit Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender” for all purposes ’s (other than the 2025-1 Incremental Revolving Credit Lenders) participations under the Existing Amended Credit Agreement in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the other percentage of the aggregate outstanding participations under the Amended Credit Documents and perform all the obligations of, and have all the rights of, a Agreement in Letters of Credit held by each Revolving Credit Lender thereunder(including each 2025-1 Incremental Revolving Credit Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Commitment, (ii) to the Amendment No. 4 New extent any Revolving Loans are outstanding, the Revolving Credit Commitments shall be a “Lenders (including, for the avoidance of doubt, each 2025-1 Incremental Revolving Credit Commitment” Lender) shall purchase and assign at par such amounts of the Revolving Loans outstanding as the Administrative Agent may require such that each Revolving Credit Lender (including, for the avoidance of doubt, each 2025-1 Incremental Revolving Credit Lender) holds its Pro Rata Share of all purposes under the Existing Credit Agreement and the other Credit DocumentsRevolving Loans outstanding immediately after giving effect to all such assignments, (iii) in connection with the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect to Guaranteesforegoing, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent shall (and an agreement by the Amendment No. 4 is hereby authorized to) take all necessary actions to ensure that all Revolving Credit Lenders to become new Letter of Credit Issuers, participate in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Borrowing of Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date Loans (after giving effect to this Amendmentthe 2025-1 Incremental Revolving Credit Commitments) on a pro rata basis (based upon the then outstanding principal amount of all Revolving Commitments held by the Revolving Credit Lenders at such time), will constitute (iv) the 2025-1 Incremental Revolving Credit Commitments for all purposes shall constitute a single Class of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit Commitments, will, together Commitments with the existing Revolving Credit Commitments, be treated as one Class class of Revolving Commitments and (v) in connection with the foregoing, the minimum borrowing, pro rata borrowing and pro rata payment requirements contained in the Amended Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); andAgreement shall not apply. (fe) by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy The 2025-1 Incremental Term Commitment of the Existing Credit Agreement and 2025-1 Incremental Term Lender shall automatically terminate upon the other Credit Documents and the exhibits thereto, together with copies funding of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, 2025-1 Incremental Term Loans by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of 2025-1 Incremental Term Lender on the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Second Amendment No. 4 New Revolving Credit LenderEffective Date.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)

Incremental Amendment. Each party hereto agrees as follows: (a) This amendment (this Amendment constitutes a “Increase Joinder”) is an Increase Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 2.20 of the Existing Credit Agreement;, and Borrower and the Incremental Term Lender hereby agree and notify you that: (bi) the total Incremental Term Loan Commitment of the Incremental Term Lender is $50,000,000; and (ii) subject to the satisfaction of the conditions set forth in Section 4 clauses (A) through (C) below, each Amendment No. 4 New Revolving Credit Lender agrees, effective as the funding of the Amendment NoIncremental Term Loan will occur in one drawing upon Borrower’s request in accordance with Section 2.02 of the Credit Agreement (provided that the Increase Effective Date shall be the date hereof). 4 Effective DateIn the event that all or any portion of the Incremental Term Loan is not borrowed on or before the date hereof, the unborrowed portion of the Incremental Term Loan Commitment shall automatically terminate on such date unless the Incremental Term Lender shall, in its sole discretion, agree to make available to an extension. (A) each of the Borrower the Amendment No. 4 New Revolving Credit Commitments conditions set forth opposite such Amendment No. 4 New Revolving in Section 3.02 of the Credit Lender’s name in Schedule 1 attached heretoAgreement shall be satisfied; (cB) no Default shall have occurred and be continuing or would result after giving effect to the Borrowermaking of the Incremental Term Loan and (C) Borrower shall have delivered or caused to be delivered any other certificates, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 4 Effective Date) documents and opinions reasonably requested by the Administrative Agent agree that (i) in connection with the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) making of the Existing Credit Agreement in its entirety;Incremental Term Loan. (db) from Each of the Incremental Term Lender and after Borrower hereby agrees that the Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments shall Incremental Term Loan made pursuant to this Increase Joinder will be a “Revolving Credit Term Loan and any lender with an outstanding Incremental Term Loan will be a Term Lender, in each case for any and all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations ofAgreement, and have all the rights of, a Revolving Credit Lender thereunder, (iiA) the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement rank pari passu in right of payment and the other Credit Documents, (iii) the Amendment No. 4 New Revolving Credit Loans right of security in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including Collateral with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents existing Term Loans and (ivB) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms as Term Loans existing immediately prior to the existing Revolving Credit Commitmentseffectiveness of this Increase Joinder after giving effect to the First Amendment, willexcept that the Borrower shall make quarterly principal payments on the Incremental Term Loans in an amount equal to 0.25% of the aggregate amount of Incremental Term Loans borrowed, together with payable on the existing Revolving Credit Commitmentslast Business Day of each quarter, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder willcommencing on June 30, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and2006. (fc) by executing Borrower covenants and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder agrees that the proceeds of the Incremental Term Loan shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information used by Borrower as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf working capital and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) pay related fees and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lenderexpenses.

Appears in 1 contract

Sources: Credit Agreement (Young Broadcasting Inc /De/)

Incremental Amendment. Each party hereto agrees as follows: (a) For the avoidance of doubt, (i) this Sixth Term Loan Amendment constitutes a Joinder Agreement an “Incremental Term Facility Amendment” pursuant to which an increase in the Existing Credit Agreement as referred to aggregate principal amount of 2020 Other Term B Loans shall be established in accordance with Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 4 New Revolving Credit Lender agrees, effective as of the Amendment No. 4 Effective Date, to make available to the Borrower the Amendment No. 4 New Revolving Credit Commitments set forth opposite such Amendment No. 4 New Revolving Credit Lender’s name in Schedule 1 attached hereto; (c) the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit 2020 Incremental Term Commitments only, supersede and replace Schedule 1.1(b) of constitute “Incremental Term Commitments” as defined in the Existing Credit Agreement in its entirety; (das amended pursuant to Section 3 hereof) and (iii) from and after the Sixth Term Loan Amendment NoEffective Date, the 2020 Incremental Term Lender shall constitute a “2020 Other Term B Lender”, a “Lender” and a “Term Lender” as defined in the Credit Agreement (as amended pursuant to Section 3 hereof). (b) Immediately after the incurrence of the 2020 Other Term B Loans pursuant to Section 2 above, and subject to the terms and conditions set forth herein and the occurrence of the Sixth Term Loan Amendment Effective Date, the 2020 Incremental Term Lender hereby agrees to make 2020 Incremental Term Loans to the Borrower on the Sixth Term Loan Amendment Effective Date in an amount equal to the amount of its 2020 Incremental Term Commitments (as set forth below). 4 The full amount of the 2020 Incremental Term Loans shall be drawn by the Borrower in a single drawing on the Sixth Term Loan Amendment Effective Date and amounts paid or prepaid in respect of the 2020 Incremental Term Loans may not be reborrowed. For purposes hereof, the 2020 Incremental Term Commitments of the 2020 Incremental Term Lender shall be $500,000,000. (c) Immediately upon the incurrence of the 2020 Incremental Term Loans on the Sixth Term Loan Amendment Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments 2020 Incremental Term Loans shall be added to, and thereafter constitute a “Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations part of, and have all the rights ofexisting Class of 2020 Other Term B Loans incurred pursuant to Section 2 above on a pro rata basis (based on the relative sizes of the various outstanding Term Borrowings), a Revolving Credit so that each Lender thereunderwill participate proportionately in each then outstanding Term Borrowing of 2020 Other Term B Loans, (ii) the Amendment No. 4 New Revolving Credit Commitments 2020 Incremental Term Loans shall be constitute a single Class of Term Loans with the 2020 Other Term B Loans and (iii) the 2020 Incremental Term Loans shall constitute Revolving Credit Commitment2020 Other Term B Loans” for all purposes under under, and subject to the Existing Credit Agreement and provisions of, the other Credit Loan Documents, (iii) the Amendment No. 4 New Revolving Credit The 2020 Incremental Term Loans in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have subject to the same terms (including including, without limitation, as to interest rates, amortization percentage, maturity, voluntary prepayment terms and mandatory prepayment terms) applicable to the 2020 Other Term B Loans; provided that, after giving effect to the incurrence of the 2020 Incremental Term Loans, the scheduled amortization with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repaymentthe 2020 Other Term B Loans shall be calculated based on the aggregate outstanding principal amount of 2020 Other Term B Loans (including the 2020 Incremental Term Loans) as on the Revolving Credit Commitments outstanding prior to the Sixth Term Loan Amendment No. 4 Effective Date, as such terms are amended by this Amendment) for all purposes under . The aggregate principal amount of 2020 Other Term B Loans on the Existing Credit Agreement and the other Credit Documents and (iv) each Sixth Term Loan Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes the incurrence of the Existing Credit Agreement, will have 2020 Incremental Term Loans on such date) is $637,000,000. (d) The 2020 Incremental Term Commitment of the same terms as 2020 Incremental Term Lender shall automatically terminate upon the existing Revolving Credit Commitments, will, together with funding of the existing Revolving Credit Commitments, 2020 Incremental Term Loans on the Sixth Term Loan Amendment Effective Date. (e) The proceeds of the 2020 Incremental Term Loans shall be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under used by the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); andBorrowers to redeem in full the November 2023 Secured Notes. (f) by executing and delivering this AmendmentThe Borrower hereby consents, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: (ifor purposes of Section 11.07(b)(i)(A) confirm that it has received a copy of the Existing Credit Agreement and Agreement, to the other Credit Documents and the exhibits thereto, together with copies assignment on or within ninety (90) days of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it willSixth Term Loan Amendment Effective Date of any 2020 Incremental Term Loans by Bank of America, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral AgentN.A., as the case may be2020 Incremental Term Lender, by to (A) any Person that was an existing Term Lender on the terms thereofSixth Term Loan Amendment Effective Date (immediately prior to giving effect thereto) or (B) any Eligible Assignee separately identified, together with and acceptable, to the Borrower. Any such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to assignee shall thereafter be performed by it as an Amendment No. 4 New Revolving Credit a “2020 Other Term B Lender.

Appears in 1 contract

Sources: Credit Agreement (Sabre Corp)

Incremental Amendment. Each party hereto agrees as followsEffective upon the satisfaction or waiver of the conditions precedent set forth in Section 3 below, the Borrowers, the Incremental Lenders and the Administrative Agent hereby agree that: (a) this This Section 2 is an Incremental Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 2.12 of the Existing Credit Agreement;Agreements. (b) subject Without limiting any provision of Section 1.10 of the Credit Agreements, Merger Sub Borrower is hereby designated as the borrower in respect of the Incremental Loans in accordance with Section 2.12(f) of the Credit Agreements, as such designation may be modified in writing by the Borrower Representative at any time and from time to time prior to the satisfaction funding of the conditions set forth in Section 4 below, each Amendment No. 4 New Revolving Credit Lender agrees, effective as of Incremental Loans on the Amendment No. 4 Take Private Effective Date, to make available to the Borrower the Amendment No. 4 New Revolving Credit Commitments set forth opposite such Amendment No. 4 New Revolving Credit Lender’s name in Schedule 1 attached hereto;. (c) The aggregate principal amount of the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders Incremental Commitments on the Initial Effective Date is $375,000,000. (d) The Incremental Loans incurred pursuant to this Amendment shall be incurred using the Phase II Incremental Amount (as defined in Amendment No. 4 Effective Date1). (e) and the Administrative Agent agree that (i) the Revolving The Incremental Commitments provided pursuant to this Amendment shall constitute Incremental Commitments referred to in Section 2.12 of each Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such thatAgreement and, on and after the Amendment No. 4 Take Private Effective Date, its Revolving Credit the Incremental Commitment is as of each Incremental Lender shall become the Incremental Term Loans of such Incremental Lender. (f) The Incremental Loans shall have the same terms (after giving effect to the amendment set forth on Schedule 2 attached hereto below in Sections 2(h) through (m)) and (ii) Schedule 2 attached hereto shallshall be deemed to be “Initial Term Loans” for all purposes under the Credit Agreements and each other Loan Document, with respect including, but not limited to the Revolving Credit Commitments onlyfact that the Incremental Loans will mature on the Maturity Date applicable to the Initial Term Loans. (g) The proceeds of the Incremental Loans shall be used to partially fund the Phase II Acquisition, supersede and replace Schedule 1.1(bthe Restructuring Transactions and/or the Phase II Transaction Expenses. (h) Effective as of the Take Private Effective Date, the following new definition shall be added to Section 1.01 of the Existing Credit Agreement in its entirety; (d) from and after the Amendment No. 4 Effective Date, (i) each Amendment No. 4 New Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 4 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 4 New Revolving Credit Loans in respect of such Amendment No. 4 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 4 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (f) by executing and delivering this Amendment, each Amendment No. 4 New Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 4 New Revolving Credit Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 4 New Revolving Credit Lender.alphabetical order:

Appears in 1 contract

Sources: Credit Agreement (Blackstone Holdings III L.P.)