Incremental Facility. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an “Incremental Term Facility”) or an increase in the amount of the Revolving Facility (each, an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); provided that (i) at the time of such request, no Event of Default shall have occurred and be continuing, (ii) the Borrower shall be in compliance with the covenants contained in Section 7.1 determined on a pro forma basis as of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed $150,000,000. Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the immediately preceding sentence). (i) Any Incremental Facility shall be ratably secured with the Loans, (ii) any Incremental Term Facility shall not mature earlier than the Revolving Termination Date nor have amortization of greater than 5% or less of the original principal amount of such Incremental Term Facility per year, (iii) the Applicable Margin, Commitment Fee Rate and the other terms and conditions applicable to any Incremental Revolving Facility shall be the same as those applicable to the Revolving Facility, (iv) the Applicable Margin relating to any Incremental Term Facility shall be determined by the Borrower and the Lenders providing such Incremental Term Facility and (v) any Incremental Term Facility shall otherwise be on terms and pursuant to documentation to be determined by the Borrower and the Persons willing to provide such Incremental Term Facility; provided that to the extent such terms and documentation are not consistent with the then existing Facilities (other than with respect to pricing, amortization and maturity) they shall be reasonably satisfactory to the Administrative Agent (it being agreed that Incremental Term Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums). Each notice from the Borrower pursuant to this Section 2.19 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the Lenders or other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Lender or by any Eligible Assignee selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing such Incremental Facility, if an Incremental Revolving Facility, if such consent would be required under Section 10.6 for an assignment of Loans to such Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent pursuant to Section 10.1(d) hereof. The Incremental Amendment may, without need for the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.
Appears in 1 contract
Sources: Credit Agreement (Teradyne, Inc)
Incremental Facility. (a) The Subject to the terms and conditions set forth herein, the Borrower may shall have the right, at any time or from time to time during the Commitment Period and after the Closing Second Amendment Effective Date, by notice to incur additional Indebtedness under this Credit Agreement in the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches form of term loans (each an “Incremental Term Facility”) or an increase in the amount of the Revolving Facility (each, an “Incremental Term Loan”) and/or increases to the Revolving FacilityCommitted Amount (each, an “Incremental Revolver”; together with the each Incremental Term FacilitiesLoan and Incremental Revolver, each an “Incremental Facility”); provided that ) by an aggregate amount of up to $150,000,000. The following terms and conditions shall apply to each Incremental Facility: (ia) the loans made under any such Incremental Facility (each an “Additional Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (b) any such Additional Loans (1) made pursuant to an Incremental Revolver shall have the same terms (including interest rate, maturity date, voting rights and rights to receive the proceeds of prepayments) as the existing Revolving Loans and shall be considered Revolving Loans hereunder and (2) made pursuant to an Incremental Term Loan shall have terms (including interest rate, maturity date, voting rights, rights to receive the proceeds of prepayments and amortization) to be agreed upon by the Administrative Agent and the Borrower at the time of such request, no Event of Default shall have occurred and be continuingIncremental Term Loan, (iic) the Borrower shall be in compliance with the covenants contained in Section 7.1 determined on a pro forma basis as of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed $150,000,000. Each each Incremental Facility shall be in an aggregate a minimum principal amount that is not less than of $25,000,000 50,000,000 and integral multiples of $10,000,000 in excess thereof, (provided that such amount may d) the proceeds of any Additional Loan will be less than $25,000,000 if such amount represents all remaining availability under used for the limit purposes set forth in the immediately preceding sentence).
(i) Any Incremental Facility shall be ratably secured with the LoansSection 3.11, (ii) any Incremental Term Facility shall not mature earlier than the Revolving Termination Date nor have amortization of greater than 5% or less of the original principal amount of such Incremental Term Facility per year, (iiie) the Applicable Margin, Commitment Fee Rate and Borrower shall execute such promissory notes as are necessary to reflect the other terms and conditions applicable to Additional Loans under any Incremental Revolving Facility shall be the same as those applicable to the Revolving Facility, (iv) the Applicable Margin relating to any Incremental Term Facility shall be determined by the Borrower and the Lenders providing such Incremental Term Facility and (v) any Incremental Term Facility shall otherwise be on terms and pursuant to documentation to be determined by the Borrower and the Persons willing to provide such Incremental Term Facility; provided that to the extent such terms and documentation are not consistent with the then existing Facilities (other than with respect to pricing, amortization and maturity) they shall be reasonably satisfactory to the Administrative Agent (it being agreed that Incremental Term Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums). Each notice from the Borrower pursuant to this Section 2.19 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the Lenders or other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Lender or by any Eligible Assignee selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing such Incremental Facility, if an Incremental Revolving Facility, if such consent would be required under Section 10.6 for an assignment of (f) before any Additional Loans to such Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriateare made, the other Loan Documentsconditions to Extensions of Credit in Section 4.2 shall have been satisfied, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent pursuant to Section 10.1(d(g) hereof. The Incremental Amendment may, without need for the consent no Default or Event of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary Default shall then exist or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.would
Appears in 1 contract
Sources: Credit Agreement (Belden Inc.)
Incremental Facility. (a) The Borrower may at any time or from time to time after during the Closing DateIncremental Facility Availability Period, by notice to the Administrative Facility Agent (whereupon the Administrative Facility Agent shall promptly deliver a copy to each of the Lenders), request that one or more additional tranches of term loans Capital Expenditure Loans (each an the “Incremental Term FacilityLoans”) or an increase in be made available to the amount Borrower. At the time of the Revolving Facility (each, an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); provided that (i) at any such request and upon the time effectiveness of such request, any Incremental Amendment referred to below (x) no Default or Event of Default shall exist or would exist after giving effect thereto, (y) a Lock-Up Event shall not have occurred and be continuing, continuing and (z) Group FFO Leverage Ratio shall not be less than 8.50% and (ii) the Borrower initial request for a Borrowing of Incremental Loans, all Capital Expenditure Commitments (which, for avoidance of doubt, shall be in compliance with the covenants contained in Section 7.1 determined on a pro forma basis as of the last day of the most recent period of the Borrower not refer to commitments for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had shall have been fully used on the last day borrowed.
(b) Each tranche of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed $150,000,000. Each Incremental Facility Loans shall be in an aggregate principal amount that is not less than $25,000,000 (provided provided, that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the immediately preceding next sentence). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Loans shall not exceed the sum of $750,000,000.
(c) The Incremental Loans (i) Any Incremental Facility shall be ratably secured rank pari passu in right of payment and of security with the Loans, (ii) any Incremental Term Facility shall not mature earlier than one year after the Revolving Termination Date nor have amortization of greater than 5% or less of the original principal amount of such Incremental Term Facility per yearFinal Maturity Date, (iii) shall not be materially more restrictive, taken as a whole, to the Applicable MarginBorrower (including with respect to mandatory and voluntary prepayments) than the terms of this Agreement; provided that a certificate of an Authorized Officer of the Borrower is delivered to the Facility Agent at least five (5) Business Days (or such shorter period as the Facility Agent may reasonably agree) prior to the effectiveness of any Incremental Amendment, Commitment Fee Rate and together with a reasonably detailed description of the other material terms and conditions applicable to any Incremental Revolving Facility of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the same as those applicable to foregoing requirement unless the Revolving FacilityFacility Agent notifies the Borrower within such period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), (iv) shall have a weighted average life not shorter than that of the Applicable Margin relating to any Incremental Term Facility shall be determined by remaining average life of the Borrower and the Lenders providing such Incremental Term Facility Capital Expenditure Loans and (v) any Incremental Term Facility shall otherwise be on terms and pursuant to documentation to be determined by the Borrower and the Persons willing to provide such Incremental Term Facility; provided that conditions to the extent such terms and documentation are not consistent with the then existing Facilities (other than with respect to pricingFacilities, amortization and maturity) they shall be reasonably satisfactory to the Administrative Agent Majority Lenders. If the Applicable Margin with respect to the Incremental Loans exceeds the Applicable Margin then in effect for the Loans, by more than 25 basis points (it the amount of such excess above the Applicable Margin being agreed that referred to herein as the “Margin Differential”), then the Applicable Margin for the Loans shall automatically be increased by the Margin Differential, effective upon the making of the Incremental Term Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums). Loans.
(d) Each notice from the Borrower pursuant to this Section 2.19 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the Lenders or other Persons willing to provide the Loans. Incremental Facility. The Incremental Facility Loans may be provided made by any existing Lender (and each existing Lender will have the right, but not an obligation, to make a portion of any Incremental Loan on terms permitted in this Section 2.11) or by any Eligible Assignee selected by the Borrower other bank or other financial institution (any such other bank or other financial institution or fund being called an “Additional Lender”); provided that the Administrative Agent in no event or at any time shall have consented any Borrower Affiliate or Macquarie Affiliate be a Lender for any Incremental Loans (not including by means of assignment or participation pursuant to be unreasonably withheld) to such Additional Lender’s providing such Incremental Facility, if an Incremental Revolving Facility, if such consent would be required under Section 10.6 for an assignment of Loans to such Additional Lender10.07). Commitments in respect of Incremental Facilities Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Financing Documents, executed by the Parent, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent pursuant to Section 10.1(d) hereofFacility Agent. The Incremental Amendment may, without need for the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Financing Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Facility Agent and the Borrower, to effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Amendment, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Financial Closing Date”) of each of the conditions set forth in Section 24.03 (it being understood that all references to the Financial Closing Date or “the date of such Loan” or similar language in such Section 4.03 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower shall use the proceeds of the Incremental Loans solely for the purpose for which the proceeds of Capital Expenditure Loans may be used. No Lender shall be obligated to provide any Commitment with respect to any Incremental Loans unless it so agrees.
(e) This Section 2.11 shall supersede any provisions in Section 10.01 to the contrary.
Appears in 1 contract
Incremental Facility. (a) The Each Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an “Incremental Term Facility”) or revolving facilities or letter of credit facilities or an increase in the amount of the Revolving Facility (each, an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); , provided that (i) at the time and after the effectiveness of such requestany Incremental Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower Company shall be in compliance with the covenants contained in Section 7.1 determined on a pro forma basis as of the last day of the most recent period of the Borrower Company for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed the greater of (x) $150,000,000500,000,000 and (y) such higher amount if, after giving effect thereto (including funding thereof in the case of an Incremental Term Facility and the funding of loans expected to be borrowed on the effective date thereof in the case of an Incremental Revolving Facility), the Consolidated Leverage Ratio determined on a pro forma basis would be less than 1.50 to 1.00. Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 50,000,000 (provided that such amount may be less than $25,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the immediately preceding next sentence).
(i) Any Incremental Facility shall be ratably secured with the Loans, (ii) any Incremental Term Facility shall not mature earlier than the Revolving Termination Date nor have a weighted average life (if applicable and other than for nominal amortization of greater than 51% or less of the original principal amount of such Incremental Term Facility per year) which is shorter than the then remaining weighted average life of the Revolving Facility, (iii) the Applicable Margin, Commitment Fee Rate and the other terms and conditions applicable to any Incremental Revolving Facility (other than with respect to maturity, which shall be governed by the preceding clause (ii)) shall be the same as those applicable to the Revolving Facility other than such terms and conditions which do not apply or relate to any previously existing Facility or other terms reasonably satisfactory to the Administrative Agent, (iv)(A) the Applicable Margin and Facility Fee relating to any Incremental Revolving Facility shall be the same as those applicable the Applicable Margin and Facility Fee relating to the Revolving Facility, Facility and (ivB) the Applicable Margin relating to any Incremental Term Facility shall be determined by the Borrower Company and the Lenders providing such Incremental Term Facility and (v) any Incremental Term Facility shall otherwise be on terms and pursuant to documentation to be determined by the Borrower Company and the Persons willing to provide such Incremental Term Facility; , provided that to the extent such terms and documentation are not consistent with the then existing Facilities (other than with respect to pricing, amortization and maturity) they shall be reasonably satisfactory to the Administrative Agent (it being agreed that Incremental Term Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums). Each notice from the Borrower Company pursuant to this Section 2.19 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the Lenders or other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Lender or by any Eligible Assignee selected by the Borrower Company (any such other financial institution or fund being called an “Additional Lender”); , provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Incremental Facility, if an Incremental Revolving Facility, Facility if such consent would be required under Section 10.6 for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowerapplicable Borrower(s), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent pursuant to Section 10.1(d10.1(e) hereof. The Incremental Amendment may, without need for the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerCompany, to effect the provisions of this Section 22.19. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 5.2 (it being understood that all references to the date of making of an Extension of Credit or similar language in such Section 5.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrowers will use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Facility, unless it so agrees. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this paragraph.
Appears in 1 contract
Sources: Credit Agreement (Lear Corp)
Incremental Facility. Subject to the terms and conditions set forth herein, Borrower shall have the right, at any time and from time to time, to incur additional Indebtedness under this Agreement in the form of one or more (but not to exceed five) additional term loan facilities (each an "Incremental Facility") by an aggregate amount of up to $50,000,000. The following terms and conditions shall apply to each Incremental Facility: (a) The Borrower may the loans made under any such Incremental Facility (each an "Additional Loan") shall constitute Obligations and will be secured and guaranteed with the other Loans on a pari passu basis, (b) the interest rate margin applicable to any such Incremental Facility shall be no higher than 0.25% above the Applicable Percentage for any existing series of Term Loans (including any existing Additional Loans) without a corresponding increase in the Applicable Percentage for such existing Term Loans (including any existing Additional Loans), (c) the interest rate margin, weighted average life to maturity and final maturity applicable to any such Incremental Facility shall be determined at the time such Incremental Facility is made available, but in any time event (i) such final maturity will not be shorter than the Term Loan Maturity Date and will not extend beyond June 16, 2011 and (ii) such weighted average life to maturity will not be shorter than the weighted average life to maturity of any existing series of Term Loans (including any existing Additional Loans), (d) any such Incremental Facility shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (e) any such Incremental Facility shall be obtained from existing Lenders or from time other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (f) any such Incremental Facility shall be in a minimum principal amount of $7,500,000 and integral multiples of $1,000,000 in excess thereof, (g) the proceeds of any Additional Loan will be used to time after finance capital expenditures and working capital and other general corporate purposes, including Permitted Acquisitions, (h) the Closing Date, by notice conditions to the Administrative Agent Extensions of Credit in Section 4.2 shall have been satisfied and (whereupon the i) Administrative Agent shall promptly deliver a copy have received from Borrower updated financial projections and an Officers' Certificate, in each case in form and substance satisfactory to each of the Lenders)Administrative Agent, request one or more tranches of term loans (each an “Incremental Term Facility”) or an increase in the amount of the Revolving Facility (eachdemonstrating that, an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “after giving effect to any such Incremental Facility”); provided that (i) at the time of such request, no Event of Default shall have occurred and be continuing, (ii) the Borrower shall will be in compliance with the financial covenants contained set forth in Section 7.1 determined on a pro forma basis as of the last day of the most recent period of the Borrower for which financial statements are available as if 7.6. Participation in any term loans under such Incremental Facility had been outstanding and hereunder shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any revolving commitment under portion of such Incremental Facility (to Facility. If, upon the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Incremental Facility date that is requested fifteen (15) Business Days after the existing Lenders are invited by the Administrative Agent to participate in connection with the financing of a Limited Condition Acquisitionsuch Incremental Facility, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities Facility requested by Borrower shall not exceed $150,000,000. Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in commitments which the immediately preceding sentence).
(i) Any Incremental Facility shall be ratably secured with the Loans, (ii) any Incremental Term Facility shall not mature earlier than the Revolving Termination Date nor have amortization of greater than 5% or less of the original principal amount of such Incremental Term Facility per year, (iii) the Applicable Margin, Commitment Fee Rate and the other terms and conditions applicable to any Incremental Revolving Facility shall be the same as those applicable to the Revolving Facility, (iv) the Applicable Margin relating to any Incremental Term Facility shall be determined by the Borrower and the existing Lenders providing such Incremental Term Facility and (v) any Incremental Term Facility shall otherwise be on terms and pursuant to documentation to be determined by the Borrower and the Persons are willing to provide such Incremental Term Facility; provided that to the extent such terms and documentation are not consistent with the then existing Facilities (other than with respect to pricing, amortization and maturity) they shall be reasonably satisfactory to the Administrative Agent (it being agreed that Incremental Term Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums). Each notice from the Borrower pursuant to this Section 2.19 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the Lenders or other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Lender or by any Eligible Assignee selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing such Incremental Facility, if an Incremental Revolving Facilitythen Borrower may invite other banks, if such consent would be required under Section 10.6 for an assignment of Loans financial institutions and investment funds reasonably acceptable to such Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under Administrative Agent to join this Agreement pursuant as Lenders hereunder for the portion of such Incremental Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to an give effect thereto as Administrative Agent and Borrower may reasonably request. Administrative Agent is authorized to enter into, on behalf of Lenders, any amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the or any other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent pursuant to Section 10.1(d) hereof. The Incremental Amendment may, without need for the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents Document as may be necessary or appropriate, in to incorporate the reasonable opinion terms of the Administrative Agent and the Borrower, to effect the provisions of this Section 2any new Incremental Facility therein.
Appears in 1 contract
Incremental Facility. (a) The Subject to the terms and conditions set forth herein, the Borrower may shall have the right, at any time or from time to time during the Commitment Period and after the Closing First Amendment Effective Date, by notice to incur additional Indebtedness under this Credit Agreement in the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches form of term loans (each an “Incremental Term Facility”) or an increase in the amount of the Revolving Facility (each, an “Incremental Term Loan”) and/or increases to the Revolving FacilityCommitted Amount (each, an “Incremental Revolver”; together with the each Incremental Term FacilitiesLoan and Incremental Revolver, each an “Incremental Facility”); provided that ) by an aggregate amount of up to $125,000,000. The following terms and conditions shall apply to each Incremental Facility: (ia) the loans made under any such Incremental Facility (each an “Additional Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (b) any such Additional Loans (1) made pursuant to an Incremental Revolver shall have the same terms (including interest rate, maturity date, voting rights and rights to receive the proceeds of prepayments) as the existing Revolving Loans and shall be considered Revolving Loans hereunder and (2) made pursuant to an Incremental Term Loan shall have terms (including interest rate, maturity date, voting rights, rights to receive the proceeds of prepayments and amortization) to be agreed upon by the Administrative Agent and the Borrower at the time of such requestIncremental Term Loan, (c) each Incremental Facility shall be in a minimum principal amount of $25,000,000 and integral multiples of $2,500,000 in excess thereof, (d) the proceeds of any Additional Loan will be used for the purposes set forth in Section 3.11, (e) the Borrower shall execute such promissory notes as are necessary to reflect the Additional Loans under any such Incremental Facility, (f) before any Additional Loans are made, the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (g) no Default or Event of Default shall have occurred and be continuingthen exist or would exist after giving effect to any such Incremental Facility, (iih) the Administrative Agent shall have received from the Borrower a satisfactory legal opinion of counsel to the Borrower and such other documentation as it deems reasonably necessary to effectuate each such Incremental Facility and (i) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, in each case in form and substance satisfactory to the Administrative Agent, demonstrating that, (A) after giving effect to any such Incremental Facility on a pro forma basis, the Credit Parties will be in compliance with the financial covenants contained set forth in Section 7.1 determined on a pro forma basis as of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into 5.9 and (iiiB) if the aggregate principal full amount of the Revolving Committed Amount (after giving effect to such Incremental Facilities shall not exceed $150,000,000Facility) were drawn by the Borrower, the Credit Parties would be in compliance with all financial covenants under the Subordinated Note Documents and the documents for all other publicly held or privately placed Indebtedness incurred in accordance with Section 6.1(p). Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the immediately preceding sentence).
(i) Any Incremental Facility shall be ratably secured with the Loans, (ii) any Incremental Term Facility shall not mature earlier than the Revolving Termination Date nor have amortization of greater than 5% or less of the original principal amount of such Incremental Term Facility per year, (iii) the Applicable Margin, Commitment Fee Rate and the other terms and conditions applicable to any Incremental Revolving Facility shall be the same as those applicable to the Revolving Facility, (iv) the Applicable Margin relating to any Incremental Term Facility shall be determined by the Borrower and the Lenders providing such Incremental Term Facility and (v) any Incremental Term Facility shall otherwise be on terms and pursuant to documentation to be determined by the Borrower and the Persons willing to provide such Incremental Term Facility; provided that to the extent such terms and documentation are not consistent with the then obtained from existing Facilities (other than with respect to pricing, amortization and maturity) they shall be reasonably satisfactory to the Administrative Agent (it being agreed that Incremental Term Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums). Each notice from the Borrower pursuant to this Section 2.19 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the Lenders or from other Persons willing banks, financial institutions or investment funds reasonably acceptable to provide the Incremental Facility. The Incremental Facility may be provided by any existing Lender or by any Eligible Assignee selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing such Incremental Facility, if an Incremental Revolving Facility, if such consent would be required under Section 10.6 for an assignment of Loans to such Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent pursuant to Section 10.1(d) hereof. The Incremental Amendment may, without need for the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower; provided that such other banks, financial institutions and investment funds shall enter into such joinder or other agreements to give effect thereto as the provisions Administrative Agent and the Borrower may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Section 2Credit Agreement or any other Credit Document as may be necessary to incorporate the terms of any Incremental Facility therein.
Appears in 1 contract
Sources: Credit Agreement (Belden CDT Inc.)
Incremental Facility. (a) The Borrower may at any time may, on or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches tranche of new Indebtedness (either in the form of second lien subordinated term loans or second lien secured subordinated notes) in a separate facility from the outstanding Term Loans (each an “Incremental Term Facility”) or an increase in the amount of the Revolving Facility (each, an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); , provided that (i) both at the time of any such requestrequest and after giving effect to the effectiveness and funding of the Incremental Facility, no Default or Event of Default shall have occurred exist and at the time that any such Incremental Facility is made or effected (and after giving effect thereto), the conditions in Section 5.15 shall be continuing, satisfied and (ii) the Borrower Final Order Entry Date shall be in compliance with the covenants contained in Section 7.1 determined on a pro forma basis as of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility have occurred.
(to the extent available to make Loansb) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the The aggregate principal amount of all Indebtedness under the Incremental Facilities Facility shall not exceed $150,000,000. Each 3,000,000,000 (the “Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the immediately preceding sentenceLimit”).
(c) Indebtedness under the Incremental Facility (i) Any Incremental Facility shall be ratably secured rank junior in right of payment and of security with the all Term Loans, (ii) any Incremental Term Facility shall not mature earlier than the Revolving Termination Latest Maturity Date nor (after giving effect to any and all extensions provided for in the proviso in the definition of “Maturity Date” whether or not such extensions have amortization of greater than 5% or less of the original principal amount of such Incremental Term Facility per yearactually become effective) and shall require no scheduled amortization, (iii) the Applicable Marginshall have interest rates, Commitment Fee Rate interest margins, rate floors, fees, funding discounts and the other terms and conditions applicable to any Incremental Revolving Facility shall be the same as those applicable to the Revolving Facility, (iv) the Applicable Margin relating to any Incremental Term Facility shall be premiums determined by the Borrower and the Lenders providing such Incremental Term Facility lenders thereof, (iv) the exceptions and (v) any Incremental Term Facility shall otherwise be on terms and pursuant to documentation to be determined by the Borrower and the Persons willing to provide such Incremental Term Facility; provided that “baskets” to the extent such terms covenants and documentation are not consistent with events of default under the then existing Facilities (other than with respect to pricing, amortization Incremental Facility will be increased from the corresponding exceptions and maturity) they shall be “baskets” herein in a manner reasonably satisfactory to the Administrative Agent Agent, and (it being agreed v) may have terms and conditions different from those of the Term Loans; provided that, except with respect to the differences set forth in clauses (ii) and (iii) above or with respect to immaterial terms, any differences must be reasonably acceptable to the Administrative Agent.
(d) The principal amount of the Incremental Facility (including any principal amount arising in connection with “pay-in-kind” fees or interest) shall not be required to be repaid in cash; and, subject to the proviso to this clause (d), at the final maturity of the Incremental Facility (which shall occur at the exit of the EFIH Debtors from the Cases), the principal amount (including any principal amount arising in connection with “pay-in-kind” fees or interest) of the Indebtedness under the Incremental Facility shall be converted into equity in accordance with an Acceptable Reorganization Plan; provided that nothing herein shall prevent a refinancing and/or repayment of the Incremental Term Facilities may contain customary mandatory prepaymentsFacility at the exit of the EFIH Debtors from the Cases if (x) such refinancing and/or repayment occurs after the Obligations (other than Hedging Obligations under Secured Hedging Agreements and/or Cash Management Obligations under the Secured Cash Management Agreements or Contingent Obligations) have been repaid in full in cash and (y) the Acceptable Reorganization Plan permits the Borrower to make such repayment and/or incur Indebtedness to refinance the Incremental Facility.
(e) The proceeds of the Incremental Facility shall be used solely to repay in full the Prepetition Second Lien Obligations, voting rights and prepayment premiums). Each all interest, premium, fees, and expenses incurred in connection with such repayment and the incurrence of the Incremental Facility.
(f) The notice from the Borrower pursuant to this Section 2.19 2.13 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the Lenders or other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Lender or by any Eligible Assignee selected by (it being understood that (i) no existing Lender will have an obligation to make a portion of the Incremental Facility and (ii) the Borrower shall have no obligation to offer any existing Lender the opportunity to provide the Incremental Facility).
(any g) The effectiveness and borrowing of the Incremental Facility shall be subject to the satisfaction on the date thereof of the conditions in Section 5.15 and such other financial institution or fund being called conditions as the parties thereto shall agree, including the execution of an “Additional Lender”); provided that the Administrative Agent shall have consented (not intercreditor agreement acceptable to be unreasonably withheld) to such Additional Lender’s providing such Incremental Facility, if an Incremental Revolving Facility, if such consent would be required under Section 10.6 for an assignment of Loans to such Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent pursuant to Section 10.1(d) hereof. The Incremental Amendment may, without need for the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerLenders under the Incremental Facility, which intercreditor agreement shall provide that until the Obligations (other than Hedging Obligations under Secured Hedging Agreements and/or Cash Management Obligations under the Secured Cash Management Agreements or Contingent Obligations) are paid in full, the Administrative Agent will control at all times all remedies and other actions related to effect the provisions of this Section 2Collateral, and that the secured parties under the Incremental Facility will not be entitled to take any action with respect to the Collateral (other than limited actions to preserve and protect the liens securing the Incremental Facility that do not impair the liens securing the Obligations).
Appears in 1 contract
Incremental Facility. (a) The Each Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an “Incremental Term Facility”) or revolving facilities or letter of credit facilities or an increase in the amount of the Revolving Facility (each, an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); , provided that (i) at the time and after the effectiveness of such requestany Incremental Amendment referred to below, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower Company shall be in compliance with the covenants contained in Section 7.1 determined on a pro forma basis as of the last day of the most recent period of the Borrower Company for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period; provided, that, for (iii) in the case of an Incremental Facility that is requested in connection with the financing of a Limited Condition AcquisitionRevolving Facility, the Consolidated Leverage Ratio determined on a pro forma financial covenant compliance condition in this clause (ii) shall be computed based on basis as of the immediately preceding four last day of the most recent fiscal quarter period of the Company for which financial statements are available prior available, determined using the amount of Loans expected to be borrowed under such Incremental Revolving Facility on the effective date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into thereof, shall be less than 2.75 to 1.0 and (iiiiv) in the aggregate principal amount case of an Incremental Term Facility, the Consolidated Senior Secured Leverage Ratio, determined on a pro forma basis as of the last day of the most recent fiscal quarter of the Company for which financial statements are available, determined as if any term loans under such Incremental Facilities Term Facility had been outstanding on the last day of such period, shall not exceed $150,000,000be less than 2.00 to 1.00. Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 50,000,000 (provided that such amount may be less than $25,000,000 50,000,000 if such amount represents all remaining availability under the limit set forth in the immediately preceding next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed $300,000,000 at any one time outstanding.
(i) Any Incremental Facility shall be ratably secured with the Loans, (ii) any Incremental Term Facility shall not mature earlier than the Revolving Termination Date nor or have a weighted average life (if applicable and other than for nominal amortization of greater than 51% or less of the original principal amount of such Incremental Term Facility per year) which is shorter than the then remaining weighted average life of the Revolving Facility, (iii) the Applicable Margin, Commitment Fee Rate and the other terms and conditions applicable to any Incremental Revolving Facility (other than with respect to maturity, which shall be governed by the preceding clause (ii)) shall be the same as those applicable to the Revolving Facility other than such terms and conditions which do not apply or relate to any previously existing Facility or other terms reasonably satisfactory to the Administrative Agent, (iv)(A) the Applicable Margin and Facility Fee relating to any Incremental Revolving Facility shall be the same as those applicable the Applicable Margin and Facility Fee relating to the Revolving Facility, Facility and (ivB) the Applicable Margin relating to any Incremental Term Facility shall be determined by the Borrower Company and the Lenders providing such Incremental Term Facility and (v) any Incremental Term Facility shall otherwise be on terms and pursuant to documentation to be determined by the Borrower Company and the Persons willing to provide such Incremental Term Facility; , provided that (1) to the extent such terms and documentation are not consistent with the then existing Facilities (other than with respect to pricing, amortization and maturity) they shall be reasonably satisfactory to the Administrative Agent (it being agreed that Incremental Term Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums) and (2) in the case of Incremental Term Facilities, if the Applicable Margin (which term for purposes of this Section 2.19 shall include any original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrowers to the lenders under, and pricing floors applicable to, any Incremental Term Facility in the primary syndication thereof (with OID being equated to interest based on assumed four-year life to maturity)) relating to such Incremental Term Facility exceeds the Applicable Margin relating to any then existing Incremental Term Facility immediately prior to the effectiveness of the applicable Incremental Amendment, the Applicable Margin relating to such existing Incremental Term Facility shall be adjusted to equal the Applicable Margin relating to such subsequent Incremental Term Facility minus 0.25% per annum. Each notice from the Borrower Company pursuant to this Section 2.19 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the Lenders or other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Lender or by any Eligible Assignee selected by the Borrower Company (any such other financial institution or fund being called an “Additional Lender”); , provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Incremental Facility, if an Incremental Revolving Facility, Facility if such consent would be required under Section 10.6 for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowerapplicable Borrower(s), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent pursuant to Section 10.1(d10.1(e) hereof. The Incremental Amendment may, without need for the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerCompany, to effect the provisions of this Section 22.19. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 5.2 (it being understood that all references to the date of making of an Extension of Credit or similar language in such Section 5.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrowers will use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Facility, unless it so agrees. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this paragraph.
Appears in 1 contract
Sources: Credit Agreement (Lear Corp)
Incremental Facility. (a) The Borrower Company may at any time or from time to time after the Closing Date, by notice amend this Agreement in order to provide to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an “Incremental Term Facility”) or an increase in the amount of the Revolving Facility Company additional revolving loan facilities (each, an “Incremental Revolving Loan Facility”; together with the Incremental Term Facilities) and additional term loan facilities (each, each an “Incremental Term Loan Facility”); , provided that (i) at the time of such request, no Event of Default shall have occurred and be continuing, (ii) the Borrower shall be in compliance with the covenants contained in Section 7.1 determined on a pro forma basis as of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed $150,000,000. Each 750,000,000 and (ii) each Incremental Facility shall be in an a minimum aggregate principal amount that of $25,000,000. Each Incremental Facility will be secured and guaranteed with the other Facilities on a pari passu basis. Each Incremental Facility must have an average life which is not longer than the then remaining average life of the original comparable Facility taken as a whole and a final maturity no earlier than the comparable Facility. Incremental Facilities will be entitled to prepayments and voting rights on the same basis as comparable Facilities unless the applicable Incremental Facility Activation Notice specifies a lesser treatment. An Incremental Facility may be made available under this Agreement only if, after giving effect thereto and the use of proceeds thereof (x) no Default or Event of Default exists and (y) the Consolidated Total Net Leverage Ratio for the most recently ended fiscal quarter (calculated on a pro forma basis, as reasonably determined by the Company after consultation with the Administrative Agent, to give effect to the Loans to be made pursuant to such Incremental Facility and the Permitted Acquisition and other permitted uses made with the proceeds thereof) shall be equal to or less than $25,000,000 (the then applicable Consolidated Total Net Leverage Ratio Level, provided that such amount the requirement under clause (y) shall not apply if the proceeds of the Incremental Facility are used to repay all or a portion of the Existing Convertible Subordinated Notes. Proceeds of Incremental Facilities may be less than $25,000,000 if such amount represents all remaining availability under used only for the limit set forth purposes specified in the immediately preceding sentence)subsections 4.3 and 7.3.
(ib) Any An Incremental Facility shall be ratably secured made available hereunder upon delivery to the Administrative Agent of an Incremental Facility Activation Notice executed by the Company and the financial institutions (who must be reasonably acceptable to the Company and the Administrative Agent) identified as “Incremental Lenders” therein who have executed such Incremental Facility Activation Notice. Upon the Incremental Facility Effective Date specified in an Incremental Facility Activation Notice, the Incremental Lenders specified therein shall become Lenders under this Agreement with respect to such Incremental Facility. Each Incremental Facility Activation Notice shall specify (i) the Loansrespective Incremental Facility Amount of such Incremental Lenders, (ii) any the applicable Incremental Term Facility shall not mature earlier than the Revolving Termination Date nor have amortization of greater than 5% or less of the original principal amount of such Incremental Term Facility per yearEffective Date, (iii) the Applicable Margin, Commitment Fee Rate and applicable maturity date for the other terms and conditions applicable to any Incremental Revolving Facility shall be the same as those applicable to the Revolving Facility, (iv) the Applicable Margin relating amortization schedule or revolving credit period, as applicable, applicable to any Incremental Term Facility shall be determined by the Borrower and the Lenders providing such Incremental Term Facility and (v) any Incremental Term Facility shall otherwise be on terms and pursuant to documentation to be determined by the Borrower and the Persons willing to provide such Incremental Term Facility; provided that to the extent such terms and documentation are not consistent with the then existing Facilities (other than with respect to pricing, amortization and maturity) they shall be reasonably satisfactory to the Administrative Agent (it being agreed that Incremental Term Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums). Each notice from the Borrower pursuant to this Section 2.19 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the Lenders or other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Lender or by any Eligible Assignee selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing such Incremental Facility, (v) whether such Incremental Lenders are entitled to share in mandatory prepayments as specified in subsection 8.6 and (vi) the Applicable Margin for the Incremental Loans to be made pursuant to such Incremental Facility Activation Notice and, if such Incremental Facility is an Incremental Revolving Loan Facility, if such consent would the commitment fee therefor, and shall be required under Section 10.6 for otherwise duly completed. Each Incremental Lender that is a signatory to an assignment Incremental Facility Activation Notice severally agrees, on the terms and conditions of this Agreement, to make Incremental Loans to the Company on the date or during the periods specified in such Additional LenderIncremental Facility Activation Notice. Commitments Nothing in respect of this subsection 16.13 shall be construed to obligate any Lender not party to such Incremental Facilities shall become Commitments under this Agreement pursuant Facility Activation Notice to execute an amendment (an “Incremental Amendment”) Term Loan Activation Notice or to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent pursuant to Section 10.1(d) hereof. The make Incremental Amendment may, without need for the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2Loans.
Appears in 1 contract
Incremental Facility. (a) The Subject to the terms and conditions set forth herein, the Parent Borrower may shall have the right, at any time or and from time to time after during the period from the Closing DateDate until the second anniversary of the Closing Date (but not to exceed three (3) increases in the aggregate), by notice to incur additional Indebtedness under this Agreement in the form of an increase to the Administrative Agent Revolving Committed Amount (whereupon each an "Incremental Facility") by an aggregate amount of up to $25,000,000. The following terms and conditions shall apply to each Incremental Facility: (a) the loans made under any such Incremental Facility (each an "Additional Loan") shall constitute Borrowers' Obligations and will be secured and guaranteed with the other Borrowers' Obligations on a pari passu basis, (b) any such Incremental Facility shall have the same terms (including interest rate and maturity date) as the existing Revolving Loans, (c) any such Incremental Facility shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, (d) any such Incremental Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) any such Incremental Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used for the purposes set forth in Section 3.11, (g) the Borrowers shall execute such promissory notes as are necessary to reflect the Additional Loans under any such Incremental Facility, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Administrative Agent shall promptly deliver have received from the Parent Borrower updated financial projections and an officer's certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to any such Incremental Facility on a copy to each of pro forma basis, the Lenders), request one or more tranches of term loans (each an “Incremental Term Facility”) or an increase in the amount of the Revolving Facility (each, an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); provided that (i) at the time of such request, no Event of Default shall have occurred and be continuing, (ii) the Borrower shall Borrowers will be in compliance with the financial covenants contained set forth in Section 7.1 determined on a pro forma basis as 5.9. Participation in the Incremental Facility shall be offered first to each of the last day existing Lenders, but each such Lender shall have no obligation to provide all or any portion of the most recent period of Incremental Facility. If the Borrower for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed $150,000,000. Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the immediately preceding sentence).
(i) Any Incremental Facility shall be ratably secured with the Loans, (ii) any Incremental Term Facility shall not mature earlier than the Revolving Termination Date nor have amortization of greater than 5% or less of the original principal amount of such Incremental Term Facility per year, (iii) the Applicable Margin, Commitment Fee Rate and the other terms and conditions applicable to any Incremental Revolving Facility shall be the same as those applicable to the Revolving Facility, (iv) the Applicable Margin relating to any Incremental Term Facility shall be determined requested by the Parent Borrower and shall exceed the commitments which the existing Lenders providing such Incremental Term Facility and (v) any Incremental Term Facility shall otherwise be on terms and pursuant to documentation to be determined by the Borrower and the Persons are willing to provide such Incremental Term Facility; provided that to the extent such terms and documentation are not consistent with the then existing Facilities (other than with respect to pricingsuch Incremental Facility, amortization then the Parent Borrower may invite other banks, financial institutions and maturity) they shall be investment funds reasonably satisfactory acceptable to the Administrative Agent (it being agreed that Incremental Term Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums). Each notice from to join this Agreement as Lenders hereunder for the Borrower pursuant to this Section 2.19 shall set forth the requested amount and proposed terms portion of the relevant such Incremental Facility and the Lenders or other Persons willing to provide the Incremental Facility. The Incremental Facility may be not taken by existing Lenders, provided by any existing Lender or by any Eligible Assignee selected by the Borrower (any that such other banks, financial institution or fund being called an “Additional Lender”); provided that the Administrative Agent institutions and investment funds shall have consented (not enter into such joinder agreements to be unreasonably withheld) to such Additional Lender’s providing such Incremental Facility, if an Incremental Revolving Facility, if such consent would be required under Section 10.6 for an assignment of Loans to such Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, give effect thereto as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent pursuant to Section 10.1(d) hereof. The Incremental Amendment may, without need for the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerParent Borrower may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to effect this Agreement or any other Credit Document as may be necessary to incorporate the provisions terms of this Section 2any new Incremental Facility therein.
Appears in 1 contract
Incremental Facility. (a) The Borrower may at any time or from time to time after the Closing ClosingSecond Amendment Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an “Incremental Term Facility”) or an increase in the amount of the Revolving Facility (each, an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); provided that (i) at the time of such request, no Event of Default shall have occurred and be continuing, (ii) the Borrower shall be in compliance with the covenants contained in Section 7.1 Article VI determined on a pro forma basis as of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed $150,000,000the Available Incremental Amount (as determined as of the date of incurrence of any applicable Incremental Facility). Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the immediately preceding sentence).
(i) Any Incremental Facility shall be ratably secured with the Loans, (ii) any Incremental Term Facility shall not mature earlier than the Revolving Termination Maturity Date nor have amortization of greater than 5% or less of the original principal amount of such Incremental Term Facility per yearyear (except with respect to any Incremental Term Facility to the extent required for such Incremental Term Facility to be tax fungible with (i.e., to be treated as part of the same issue as) a previously issued Incremental Term Facility in accordance with Treasury Regulation 1.1275-2(k)), (iii) the Applicable Margin, Commitment Fee Rate Applicable Percentage and the other terms and conditions applicable to any Incremental Revolving Facility shall be the same as those applicable to the Revolving Facility, (iv) the Applicable Margin relating to any Incremental Term Facility shall be determined by the Borrower and the Lenders providing such Incremental Term Facility and (v) any Incremental Term Facility shall otherwise be on terms and pursuant to documentation to be determined by the Borrower and the Persons willing to provide such Incremental Term Facility; provided that to the extent such terms and documentation are not consistent with the then existing Facilities (other than with respect to pricing, amortization and maturity) they shall be reasonably satisfactory to the Administrative Agent (it being agreed that Incremental Term Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums). Each notice from the Borrower pursuant to this Section 2.19 2.23 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the Lenders or other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Lender or by any Eligible Assignee selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”); provided that the Administrative Agent Agent, the Swingline Lender, and the Issuing Bank shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing such Incremental Facility, if an Incremental Revolving Facility, Facility if such consent would be required under Section 10.6 10.4 for an assignment of Loans to such Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent pursuant to Section 10.1(d10.2(b) hereof. The Incremental Amendment may, without need for the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 22.23. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 3.2 (it being understood that all references to the date of a Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit or similar language in such Section 3.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions, if any, as the parties thereto shall agree; provided, however, that for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of only such conditions precedent as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Facilities for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Facility, unless it so agrees. The Administrative Agent and the Lenders hereby agree that, other than with respect to any Incremental Revolving Facility, the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this paragraph. Additionally, after giving effect to any Incremental Revolving Facility, each Lender’s and each Additional Lender’s, if any, Pro Rata Share of each of the Revolving Commitments and the Revolving Loans shall equal such Lender’s and such Additional Lender’s Pro Rata Share of the Aggregate Revolving Commitments after giving effect to such Incremental Revolving Facility; provided further, that in furtherance of the foregoing and on the Incremental Facility Closing Date, each Lender and each Additional Lender, if any, shall be deemed to have irrevocably sold, transferred, conveyed and assigned to each other Lender and each other Additional Lender, if any (and without, for the avoidance of doubt, increasing or decreasing the aggregate Commitments of such Lender or such Additional Lender after giving effect to such Incremental Revolving Facility), such portion of its Revolving Commitments and Revolving Loans such that, after giving effect to such assignment, each Lender and each Additional Lender, if any, shall hold a Pro Rata Share of each of the Revolving Commitments and Revolving Loans equal to such Lender’s or such Additional Lender’s Pro Rata Share of the Aggregate Revolving Commitments.
Appears in 1 contract
Sources: Credit Agreement (Teradyne, Inc)
Incremental Facility. (a) The Borrower Company may at any time or from time to time after prior to the third anniversary of the Closing Date, by notice Date amend this Agreement in order to provide to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an “Incremental Term Facility”) or an increase in the amount of the Revolving Facility Company additional revolving loan facilities (each, an “Incremental Revolving Facility”; together with the Incremental Term Facilities"INCREMENTAL REVOLVING LOAN FACILITY") and additional term loan facilities (each, each an “Incremental Facility”"INCREMENTAL TERM LOAN FACILITY"); , provided that (i) at the time of such request, no Event of Default shall have occurred and be continuing, (ii) the Borrower shall be in compliance with the covenants contained in Section 7.1 determined on a pro forma basis as of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility had been outstanding and any revolving commitment under such Incremental Facility (to the extent available to make Loans) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed $150,000,000. Each 400,000,000 and (ii) each Incremental Facility shall be in an a minimum aggregate principal amount that of $50,000,000. Each Incremental Facility will be secured and guaranteed with the other Facilities on a pari passu basis. Each Incremental Facility must have an average life which is not less longer than $25,000,000 (provided that such amount the average life of the Revolving Credit Facility, Tranche A Term Loan Facility and Tranche B Term Loan Facility taken as a whole and a final maturity of at least six months longer than the final maturity date of the Tranche B Term Loan Facility. Incremental Facilities will be entitled to prepayments and voting rights on the same basis as comparable Facilities unless the applicable Incremental Facility Activation Notice specifies a lesser treatment. An Incremental Facility may be less than $25,000,000 if such amount represents all remaining availability made available under this Agreement only if, after giving effect thereto and the limit use of proceeds thereof, no Default or Event of Default exists and the Company would be in compliance with the covenants set forth in subsection 13.1 for the immediately preceding sentencemost recently ended fiscal quarter (calculated on a PRO FORMA basis, as reasonably determined by the Company after consultation with the Administrative Agent, to give effect to the Loans to be made pursuant to such Incremental Facility and the Permitted Acquisition and other permitted uses made with the proceeds thereof). Proceeds of Incremental Facilities may be used only for the purposes specified in subsections 4.3 and 7.
(ib) Any An Incremental Facility shall be ratably secured made available hereunder upon delivery to the Administrative Agent of an Incremental Facility Activation Notice executed by the Company and the financial institutions (who must be reasonably acceptable to the Company and the Administrative Agent) identified as "Incremental Lenders" therein who have executed such Incremental Facility Activation Notice. Upon the Incremental Facility Effective Date specified in an Incremental Facility Activation Notice, the Incremental Lenders specified therein shall become Lenders under this Agreement with respect to such Incremental Facility. Each Incremental Facility Activation Notice shall specify (i) the Loansrespective Incremental Facility Amount of such Incremental Lenders, (ii) any the applicable Incremental Term Facility shall not mature earlier than the Revolving Termination Date nor have amortization of greater than 5% or less of the original principal amount of such Incremental Term Facility per yearEffective Date, (iii) the Applicable Margin, Commitment Fee Rate and the other terms and conditions applicable to any Incremental Revolving Facility shall be the same as those applicable to the Revolving FacilityMaturity Date, (iv) the Applicable Margin relating amortization schedule or revolving credit period, as applicable, applicable to any Incremental Term Facility shall be determined by the Borrower and the Lenders providing such Incremental Term Facility and (v) any Incremental Term Facility shall otherwise be on terms and pursuant to documentation to be determined by the Borrower and the Persons willing to provide such Incremental Term Facility; provided that to the extent such terms and documentation are not consistent with the then existing Facilities (other than with respect to pricing, amortization and maturity) they shall be reasonably satisfactory to the Administrative Agent (it being agreed that Incremental Term Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums). Each notice from the Borrower pursuant to this Section 2.19 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the Lenders or other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Lender or by any Eligible Assignee selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing such Incremental Facility, (v) whether such Incremental Lenders may elect to decline prepayments as specified in subsection 8.6 and are entitled to share in mandatory prepayments as specified in subsection 8.6 and (vi) the Applicable Margin for the Incremental Loans to be made pursuant to such Incremental Facility Activation Notice and, if such Incremental Facility is an Incremental Revolving Credit Facility, if such consent would the commitment fee therefor, and shall be required under Section 10.6 for otherwise duly completed. Each Incremental Lender that is a signatory to an assignment Incremental Facility Activation Notice severally agrees, on the terms and conditions of this Agreement, to make Incremental Loans to the Company on the date or during the periods specified in such Additional LenderIncremental Facility Activation Notice. Commitments Nothing in respect of this subsection 16.13 shall be construed to obligate any Lender not party to such Incremental Facilities shall become Commitments under this Agreement pursuant Facility Activation Notice to execute an amendment (an “Incremental Amendment”) Term Loan Activation Notice or to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent pursuant to Section 10.1(d) hereof. The make Incremental Amendment may, without need for the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2Loans.
Appears in 1 contract
Incremental Facility. (a) The Borrower may at any time On or from time to time after before the Closing Maturity Date, by notice the Borrower will have the right, but not the obligation, to increase the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans (each an “Incremental Term Facility”) or an increase in the committed amount of the Revolving Credit Facility by an aggregate principal amount not to exceed $20,000,000, in each case, by incurring incremental revolving credit commitments (each, an “Incremental Revolving Facility”; together with the Incremental Term Facilities, each an “Incremental Facility”); provided that that: (i) at all representations and warranties hereunder shall be true and correct in all material respects after giving effect to the time Incremental Facility (except in the case of any such requestrepresentation and warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be) and no Default or Event of Default shall have occurred and be continuing, continuing after giving effect thereto; (ii) the Borrower shall be in compliance with the covenants contained in Section 7.1 determined on a all covenants, including, without limitation, pro forma basis as compliance with the Financial Covenants after giving effect to the Incremental Facility; and (iii) all other terms of the last day Incremental Facility shall be substantially identical with the terms of the most recent period of existing Revolving Credit Facility except as reasonably approved by the Borrower for which financial statements are available as if any term loans under such Administrative Agent.
(b) Any Incremental Facility had been outstanding will be provided by existing Lenders or other Persons who become Lenders in connection therewith; provided that no existing Lender will be obligated to provide any portion of any Incremental Facility. Cadence shall have the exclusive right to act as arranger and bookrunner (including any revolving commitment under such Incremental Facility (to the extent available to make Loanssimilar role) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed $150,000,000. Each Incremental Facility shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the immediately preceding sentence).
(i) Any Incremental Facility shall be ratably secured with the Loans, (ii) any Incremental Term Facility shall not mature earlier than the Revolving Termination Date nor have amortization of greater than 5% or less of the original principal amount of such Incremental Term Facility per year, (iii) the Applicable Margin, Commitment Fee Rate and the other terms and conditions applicable to any Incremental Revolving Facility shall be the same as those applicable to the Revolving Facility, (iv) the Applicable Margin relating to any Incremental Term Facility shall be determined by the Borrower and the Lenders providing such Incremental Term Facility and (v) any Incremental Term Facility shall otherwise be on terms and pursuant to documentation to be determined by the Borrower and the Persons willing to provide such Incremental Term Facility; provided that to the extent such terms and documentation are not consistent with the then existing Facilities (other than with respect to pricing, amortization and maturity) they shall be reasonably satisfactory to the Administrative Agent (it being agreed that Incremental Term Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums). Each notice from the Borrower pursuant to this Section 2.19 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and shall be exclusively entitled to any underwriting, arrangement or similar fees in connection therewith. 56 #96922345v9
(c) Upon the Lenders or other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Lender or by any Eligible Assignee selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing such effectiveness of each Incremental Facility, if an Incremental Revolving Facility, if such consent would be required under Section 10.6 for an assignment there are Letters of Loans to such Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriateCredit then outstanding, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent pursuant to Section 10.1(d) hereof. The Incremental Amendment may, without need for the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion participations of the Administrative Agent and Revolving Credit Lenders in such Letters of Credit will be automatically adjusted to reflect the Borrower, Applicable Percentages of all the Revolving Credit Lenders (including each Person who becomes a Lender in connection with such Incremental Facility) after giving effect to effect the provisions of this Section 2applicable Incremental Facility.
Appears in 1 contract
Incremental Facility. (a) The Borrower may at At any time or from time prior to time after the Closing Tranche B --------------------- Maturity Date, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent which shall promptly deliver a copy to each of the Lenders), request one or more tranches the addition of term loans a new tranche of Term Loans and/or Revolving Loans (each an “all such Loans, collectively, the "Incremental Term Facility”Loans") or an increase in the amount of the Revolving Facility (eachprovided, an “Incremental Revolving Facility”; together with the Incremental Term Facilitieshowever, each an “Incremental Facility”); provided that (i) both at the time of any such request, ----------------- -------- ------- request and after giving effect to any such Incremental Loans (i) no Event of Default shall have occurred exist and be continuing, (ii) the Borrower shall be in pro forma compliance with the covenants contained in Section 7.1 determined on a pro forma basis as of the last day of the most recent period of the Borrower for which financial statements are available as if any term loans under such Incremental Facility had been outstanding Sections 6.13, 6.14, 6.15, 6.16, 6.17 and any revolving commitment under such Incremental Facility (6.18, to the extent available to make Loansthen applicable. The Incremental Loans (i) had been fully used on the last day of such period; provided, that, for an Incremental Facility that is requested in connection with the financing of a Limited Condition Acquisition, the pro forma financial covenant compliance condition in this clause (ii) shall be computed based on the immediately preceding four fiscal quarter period for which financial statements are available prior to the date on which the definitive acquisition agreement for such Limited Condition Acquisition is entered into and (iii) the aggregate principal amount of the Incremental Facilities shall not exceed $150,000,000. Each Incremental Facility shall be in an aggregate principal amount that is of at least $100,000,000 and not less than in excess of $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the immediately preceding sentence).
(i) Any Incremental Facility shall be ratably secured with the Loans700,000,000, (ii) any Incremental shall rank pari passu in ---- ----- right of payment and of security (including under the Subsidiary Guarantee Agreement) with the Revolving Loans and the Term Facility Loans, (iii) shall mature no sooner than, and have a longer average weighted life than, the Tranche B Term Loans, (iv) will not amortize (other than nominal amortization customary in the institutional loan market) and will not mature earlier than eight years from the date hereof, (v) shall not be available unless the Tranche A Commitments and Tranche B Commitments have been fully utilized and (vi) shall otherwise be treated no more favorably than the Term Loans, in the case of term Incremental Loans, or Revolving Termination Date nor have amortization Loans, in the case of greater than 5% or less revolving Incremental Loans (in each case, including with respect to mandatory and voluntary prepayments); provided -------- that (i) an amount not in excess of the original $100,000,000 in principal amount of the Incremental Loans may mature on the Tranche A Maturity Date (and amortize on a pro rata basis with the then remaining Tranche A Loans prior to such date), (ii) an amount equal to not more than the excess of $100,000,000 over the amount of Incremental Term Facility per yearLoans, if any, maturing as set forth in clause (i) may mature on the Tranche B Maturity Date (and amortize on a pro rata basis with the then remaining Tranche B Loans prior to such date), and (iii) the Applicable Margin, Commitment Fee Rate and the other terms and conditions applicable to any Incremental Revolving Facility shall be the same as those applicable to the Revolving Facility, (iv) the Applicable Margin relating to any Incremental Term Facility shall be determined by the Borrower and the Lenders providing such Incremental Term Facility and (v) any Incremental Term Facility shall otherwise be on terms and pursuant to documentation to be determined by the Borrower and the Persons willing to provide such Incremental Term Facility; provided that to the extent such terms and documentation are not consistent with the then existing Facilities (other than with respect to pricing, amortization and maturity) they shall be reasonably satisfactory to the Administrative Agent (it being agreed that Incremental Term Facilities may contain customary mandatory prepayments, voting rights and prepayment premiums). Each notice from the Borrower pursuant to this Section 2.19 shall set forth the requested amount and proposed terms of the relevant Incremental Facility and the Lenders or other Persons willing to provide the Incremental Facility. The Incremental Facility may be provided by any existing Lender or by any Eligible Assignee selected by the Borrower (any such other financial institution or fund being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Additional Lender’s providing such Incremental Facility, if an Incremental Revolving Facility, if such consent would be required under Section 10.6 for an assignment of Loans to such Additional Lender. Commitments in respect of Incremental Facilities shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent pursuant to Section 10.1(d) hereof. The Incremental Amendment may, without need for the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.conditions
Appears in 1 contract
Sources: Credit Agreement (McLeodusa Inc)