Loans and Commitments. (a) Subject to the terms and conditions hereof, the Non-Extended Portion of each Term B-1 Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall remain outstanding under this Agreement from and after the Restatement Effective Date as a Term B-1 Loan hereunder. The Non-Extended Portion of each Term B-1 Loan that was a Eurodollar Loan of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be a Eurodollar Loan of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate for such Interest Period). The Non-Extended Portion of each Term B-1 Loan that was an ABR Loan under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be an ABR Loan under this Agreement. The Term B-1 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (b) Subject to the terms and conditions hereof, each Term B-2 Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall remain outstanding under this Agreement as a Term B-2 Loan. Term B-2 Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term B-2 Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term B-2 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (c) Subject to the terms and conditions hereof, the Extended Portion of each Term B-1 Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall be converted into a Term C Loan under this Agreement from and after the Restatement Effective Date. Term C Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term C Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term C Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (d) Subject to the terms and conditions hereof, the Non-Revolving Commitments and the Non-Revolving Loans outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall continue to be outstanding under this Agreement from and after the Restatement Effective Date as Non-Revolving Commitments and Non-Revolving Loans. Non-Revolving Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate) Non-Revolving Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Non-Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10 (e) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period with respect to such Lender’s Revolving Commitment in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations then outstanding with respect to each Letter of Credit and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period for any Revolving Commitment, the Borrower may use such Revolving Commitment by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.
Appears in 1 contract
Sources: Credit Agreement (Charter Communications, Inc. /Mo/)
Loans and Commitments. (a) Subject to the terms and conditions hereof, the Non-Extended Portion of each Term B-1 A-1 Loan outstanding under the Existing Credit this Agreement immediately prior to the Restatement Amendment No. 5 Effective Date shall remain outstanding under this Agreement from and after the Restatement Effective Date as a Term B-1 Loan hereunderA-1 Loan. The Non-Extended Portion of each Term B-1 Loan A-1 Loans that was a were Eurodollar Loan Loans of a particular Eurodollar Tranche under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be a Eurodollar Loan Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit this Agreement (and with the same Eurodollar Rate for such Interest PeriodRate). The Non-Extended Portion of each Term B-1 Loan A-1 Loans that was an were ABR Loan Loans under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be an ABR Loan Loans under this Agreement. The Term B-1 A-1 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(b) Subject to the terms and conditions hereof, each Term B-2 E Loan outstanding under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall remain outstanding under this Agreement as a Term B-2 E Loan. Term B-2 E Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit this Agreement (and with the same Eurodollar Rate). Term B-2 E Loans that were ABR Loans under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be ABR Loans under this Agreement. The Term B-2 E Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(c) Subject to the terms and conditions hereof, the Extended Portion of each Term B-1 F Loan outstanding under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall be converted into a Term C Loan remain outstanding under this Agreement from and after the Restatement Effective Dateas a Term F Loan. Term C F Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit this Agreement (and with the same Eurodollar Rate). Term C F Loans that were ABR Loans under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be ABR Loans under this Agreement. The Term C F Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(d) Subject to the terms and conditions hereof, the Non-Revolving Commitments and the Non-Revolving Loans each Term H Loan outstanding under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall continue to be remain outstanding under this Agreement from and after as a Term H Loan until any Escrow Funding Assignment. Following any Escrow Assumption, each Term H Loan assumed by the Restatement Effective Date Borrower shall be deemed outstanding under this Agreement as Non-Revolving Commitments and Non-Revolving Loansa Term H Loan. Non-Revolving Term H Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit this Agreement (and with the same Eurodollar Rate) Non-Revolving until the Escrow Funding Assignment. Following any Escrow Assumption, Term H Loans assumed by the Borrower that were Eurodollar Loans of a particular Eurodollar Tranche shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under this Agreement (and with the same Eurodollar Rate). Term H Loans that were ABR Loans under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be ABR Loans under this Agreement until the Escrow Funding Assignment. Following any Escrow Assumption, Term H Loans assumed by the Borrower that were ABR Loans shall initially be ABR Loans under this Agreement. The Non-Revolving Term H Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(e) Subject to the terms and conditions hereof, each Term I Loan outstanding under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall remain outstanding under this Agreement as a Term I Loan until any Escrow Funding Assignment. Following any Escrow Assumption, each Term I Loan assumed by the Borrower shall be deemed outstanding under this Agreement as a Term I Loan. Term I Loans that were Eurodollar Loans of a particular Eurodollar Tranche under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under this Agreement (and with the same Eurodollar Rate) until the Escrow Funding Assignment. Following any Escrow Assumption, Term I Loans that were Eurodollar Loans of a particular Eurodollar Tranche shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under this Agreement (and with the same Eurodollar Rate). Term I Loans that were ABR Loans under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be ABR Loans under this Agreement until the Escrow Funding Assignment. Following any Escrow Assumption, Term I Loans assumed by the Borrower that were ABR Loans shall initially be ABR Loans under this Agreement. The Term I Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(f) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period with respect to such Lender’s Revolving Commitment in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations then outstanding with respect to each Letter of Credit and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period for any Revolving Commitment, the Borrower may use such Revolving Commitment by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 22.10. Any Revolving Loans outstanding under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall remain outstanding under this Agreement as Revolving Loans. Revolving Loans that were Eurodollar Loans of a particular Eurodollar Tranche immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche (and with the same Eurodollar Rate) and any Revolving Loans that were ABR Loans immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be ABR Loans.
(g) The Borrower (or, in the case of Escrow Incremental Term Loans, the Escrow Borrower) and any one or more Lenders (including Persons that become Lenders in connection therewith) may from time to time agree that such Lenders shall make Incremental Term Loans by executing and delivering to the Administrative Agent an Incremental Activation Notice specifying (i) the amount of such Incremental Term Loans, (ii) the applicable Incremental Closing Date, (iii) the applicable Incremental Term Maturity Date (which, except in the case of the Term A-1 Loans, Term E Loans and Term F Loans, shall not be earlier than the Term I Maturity Date; provided that Incremental Term Loans shall not be required to comply with this clause (iii) or clause (iv) below so long as (x) such Incremental Term Loans have an Incremental Term Maturity Date that is no earlier than the Term A-1 Maturity Date and a Weighted Average Life to Maturity that is no shorter than the then remaining Weighted Average Life to Maturity of the Term A-1 Loans and (y) the aggregate principal amount of such Incremental Term Loans (other than Term A-1 Loans and Term E Loans) outstanding at any time, when aggregated with the principal amount of Earlier Maturing Pari Secured Indebtedness then outstanding, does not exceed 2.0x Annualized Operating Cash Flow, calculated in the manner contemplated by Section 1.2(f) as if any Investment pursuant to which such Indebtedness was incurred occurred on the first day of the applicable Test Period, for the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(a) or (b) prior to the incurrence of such incremental Term Loans, (iv) the amortization schedule for such Incremental Term Loans; provided that, except as permitted by the proviso to clause (iii) above, in no event will any Incremental Term Loans (other than Term A-1 Loans, Term E Loans and Term F Loans) have a Weighted Average Life to Maturity that is shorter than the then remaining Weighted Average Life to Maturity of the Term I Loans, (v) the Applicable Margin for such Incremental Term Loans and any prepayment premiums or call protection applicable thereto, (vi) the proposed original issue discount applicable to such Incremental Term Loans, if any, (vii) whether such Incremental Term Loans constitute Refinancing Term Loans or Escrow Incremental Term Loans, (viii) whether any provision of this Agreement that requires a minimum final maturity or Weighted Average Life to Maturity for any other Indebtedness by reference to any previously established Term Loans is following the Incremental Closing Date amended to provide a similar benefit to such Incremental Term Loans, (ix) [Reserved], and (x) any other terms and conditions that will apply to such Incremental Term Loans; provided that, except as provided above, (x) such other terms and conditions shall be the same as or less favorable to the Lenders providing such Incremental Term Loans than the terms and conditions of any then outstanding Class of Term Loans, (y) such other terms and conditions shall not apply until all then outstanding Loans and Commitments (other than such Incremental Term Loans) have been repaid and terminated, as applicable, or until approved by the Required Lenders or (z) such other terms and conditions shall apply to Escrow Incremental Term Loans solely until the Escrow Assumption with respect thereto occurs. Notwithstanding the foregoing, without the consent of the Required Lenders, (A) no Incremental Term Loans (other than Escrow Incremental Term Loans) may be borrowed after the Restatement Effective Date if after giving effect to the borrowing of such Incremental Term Loans and the application of proceeds therefrom on the date such Incremental Term Loans are borrowed the aggregate principal amount of all Classes of Term Loans and First Lien Notes would exceed the First Lien Term Cap, (B) no Net Cash Proceeds of any Incremental Term Loans that are not Refinancing Term Loans shall be directly applied to prepay outstanding Term Loans, (C) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $100,000,000 , (D) no Incremental Term Loans (other than Escrow Incremental Term Loans) may be borrowed if a Default or Event of Default is in existence after giving pro forma effect thereto, (E) Escrow Incremental Term Loans shall not be deemed to be outstanding under this Agreement or any other Loan Document for any purposes hereof (including, without limitation, for purposes of any financial calculation, the definition of “Obligations”, the definition of “Required Lenders” or Section 8 or Section 10.1 hereof) and the obligations with respect thereto shall not be recourse to the Borrower or any Subsidiary Guarantor, in each case, unless and until the Escrow Assumption with respect thereto has occurred and (F) the Escrow Assumption with respect to any Escrow Incremental Term Loans shall not be permitted unless on the date thereof (and after giving effect thereto) the conditions set forth in clauses (A) and (D) above would be satisfied if the Borrower was borrowing such Incremental Term Loans on the date of such Escrow Assumption. With the consent of the Borrower and each of the Lenders with any Class of then outstanding Incremental Term Loans and pursuant to an assumption agreement reasonably satisfactory to the Administrative Agent, an Escrow Borrower may assume all obligations of the Borrower with respect to such Class of Term Loans (including with respect to the full principal amount thereof and all accrued and unpaid interest and other amounts owing with respect thereto, in which case, such Class of Incremental Term Loans shall thereafter be deemed to not be outstanding for purposes of this Agreement or any other Loan Document and shall be Escrow Term Loans until such time, if any, as an Escrow Assumption with respect thereto has occurred, at which time any such Escrow Term Loans that accrued interest at a rate based on the Eurodollar Rate immediately prior to such Escrow Assumption shall constitute a Eurodollar Tranche with an initial Interest Period equal to the then unexpired interest period applicable thereto immediately prior to such Escrow Assumption. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. The consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any Person to provide an Incremental Term Loan unless such Person, or an Affiliate thereof, was previously a Lender.
(h) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing Class”) be converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.1(h). In order to establish a Series of Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be identical in all material respects to the Term Loans under the Existing Class from which such Extended Term Loans are to be converted except that (i) all or any of the scheduled amortization payments of principal and payment at maturity of the E
Appears in 1 contract
Sources: Credit Agreement (Charter Communications, Inc. /Mo/)
Loans and Commitments. (a) Subject to the terms and conditions hereof, the Non-Extended Portion of each Term B-1 A-1 Loan outstanding under the Existing Credit this Agreement immediately prior to the Restatement Amendment No. 4 Effective Date shall remain outstanding under this Agreement from and after the Restatement Effective Date as a Term B-1 Loan hereunderA-1 Loan. The Non-Extended Portion of each Term B-1 Loan A-1 Loans that was a were Eurodollar Loan Loans of a particular Eurodollar Tranche under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be a Eurodollar Loan Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit this Agreement (and with the same Eurodollar Rate for such Interest PeriodRate). The Non-Extended Portion of each Term B-1 Loan A-1 Loans that was an were ABR Loan Loans under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be an ABR Loan Loans under this Agreement. The Term B-1 A-1 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(bi) Subject to the terms and conditions hereof, each Term B-2 E Loan outstanding under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall remain outstanding under this Agreement as a Term B-2 E Loan. Term B-2 E Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit this Agreement (and with the same Eurodollar Rate). Term B-2 E Loans that were ABR Loans under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be ABR Loans under this Agreement. The Term B-2 E Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(ii) Subject to the terms and conditions hereof, each Term F Loan outstanding under this Agreement immediately prior to the effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall remain outstanding under this Agreement as a Term F Loan. Term F Loans that were Eurodollar Loans of a particular Eurodollar Tranche under this Agreement immediately prior to the effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under this Agreement (and with the same Eurodollar Rate). Term F Loans that were ABR Loans under this Agreement immediately prior to the effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be ABR Loans under this Agreement. The Term F Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(c) Subject to the terms and conditions hereof, the Extended Portion of each Term B-1 G Loan outstanding under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall be converted into a Term C Loan remain outstanding under this Agreement from and after the Restatement Effective Dateas a Term G Loan. Term C G Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit this Agreement (and with the same Eurodollar Rate). Term C G Loans that were ABR Loans under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be ABR Loans under this Agreement. The Term C G Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(d) Subject to the terms and conditions hereof, the Non-Revolving Commitments and the Non-Revolving Loans outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall continue to be outstanding under this Agreement from and after the Restatement Effective Date as Non-Revolving Commitments and Non-Revolving Loans. Non-Revolving Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate) Non-Revolving Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Non-Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10
(e) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period with respect to such Lender’s Revolving Commitment in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations then outstanding with respect to each Letter of Credit and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period for any Revolving Commitment, the Borrower may use such Revolving Commitment by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 22.10. Any Revolving Loans outstanding under this Agreement immediately prior to the effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall remain outstanding under this Agreement as Revolving Loans. Revolving Loans that were Eurodollar Loans of a particular Eurodollar Tranche immediately prior to the effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche (and with the same Eurodollar Rate) and any Revolving Loans that were ABR Loans immediately prior to the effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be ABR Loans.
(e) The Borrower (or, in the case of Escrow Incremental Term Loans, the Escrow Borrower) and any one or more Lenders (including Persons that become Lenders in connection therewith) may from time to time agree that such Lenders shall make Incremental Term Loans by executing and delivering to the Administrative Agent an Incremental Activation Notice specifying (i) the amount of such Incremental Term Loans, (ii) the applicable Incremental Closing Date, (iii) the applicable Incremental Term Maturity Date (which, except in the case of the Term A-1 Loans and Term E Loans, shall not be earlier than the Term G Maturity Date; provided that Incremental Term Loans shall not be required to comply with this clause (iii) or clause (iv) below so long as (x) such Incremental Term Loans have an Incremental Term Maturity Date that is no earlier than the Term A-1 Maturity Date and a Weighted Average Life to Maturity that is no shorter than the then remaining Weighted Average Life to Maturity of the Term A-1 Loans and (y) the aggregate principal amount of such Incremental Term Loans (other than Term A-1 Loans and Term E Loans) outstanding at any time, when aggregated with the principal amount of Earlier Maturing Pari Secured Indebtedness then outstanding, does not exceed 2.0x Annualized Operating Cash Flow, calculated in the manner contemplated by Section 1.2(f) as if any Investment pursuant to which such Indebtedness was incurred occurred on the first day of the applicable Test Period, for the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(a) or (b) prior to the incurrence of such incremental Term Loans, (iv) the amortization schedule for such Incremental Term Loans; provided that, except as permitted by the proviso to clause (iii) above, in no event will any Incremental Term Loans (other than Term A-1 Loans and Term E Loans) have a Weighted Average Life to Maturity that is shorter than the then remaining Weighted Average Life to Maturity of the Term G Loans, (v) the Applicable Margin for such Incremental Term Loans and any prepayment premiums or call protection applicable thereto, (vi) the proposed original issue discount applicable to such Incremental Term Loans, if any, (vii) whether such Incremental Term Loans constitute Refinancing Term Loans or Escrow Incremental Term Loans, (viii) whether any provision of this Agreement that requires a minimum final maturity or Weighted Average Life to Maturity for any other Indebtedness by reference to any previously established Term Loans is following the Incremental Closing Date amended to provide a similar benefit to such Incremental Term Loans, and (ix) any other terms and conditions that will apply to such Incremental Term Loans; provided that, except as provided above, (x) such other terms and conditions shall be the same as or less favorable to the Lenders providing such Incremental Term Loans than the terms and conditions of any then outstanding Class of Term Loans, (y) such other terms and conditions shall not apply until all then outstanding Loans and Commitments (other than such Incremental Term Loans) have been repaid and terminated, as applicable, or until approved by the Required Lenders or (z) such other terms and conditions shall apply to Escrow Incremental Term Loans solely until the Escrow Assumption with respect thereto occurs. Notwithstanding the foregoing, without the consent of the Required Lenders, (A) no Incremental Term Loans (other than Escrow Incremental Term Loans) may be borrowed after the Restatement Effective Date if after giving effect to the borrowing of such Incremental Term Loans and the application of proceeds therefrom on the date such Incremental Term Loans are borrowed the aggregate principal amount of all Classes of Term Loans, First Lien Notes and Pre-Existing Debt would exceed the First Lien Term Cap, (B) no Net Cash Proceeds of any Incremental Term Loans that are not Refinancing Term Loans shall be directly applied to prepay outstanding Term Loans, (C) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $100,000,000, (D) subject to Section 1.2(j), no Incremental Term Loans (other than Escrow Incremental Term Loans) may be borrowed if a Default or Event of Default is in existence after giving pro forma effect thereto, (E) Escrow Incremental Term Loans shall not be deemed to be outstanding under this Agreement or any other Loan Document for any purposes hereof (including, without limitation, for purposes of any financial calculation, the definition of “Obligations”, the definition of “Required Lenders” or Section 8 or Section 10.1 hereof) and the obligations with respect thereto shall not be recourse to the Borrower or any Subsidiary Guarantor, in each case, unless and until the Escrow Assumption with respect thereto has occurred and (F) the Escrow Assumption with respect to any Escrow Incremental Term Loans shall not be permitted unless on the date thereof (and after giving effect thereto) the conditions set forth in clauses (A) and (D) above would be satisfied if the Borrower was borrowing such Incremental Term Loans on the date of such Escrow Assumption. With the consent of the Borrower and each of the Lenders with any Class of then outstanding Incremental Term Loans and pursuant to an assumption agreement reasonably satisfactory to the Administrative Agent, an Escrow Borrower may assume all obligations of the Borrower with respect to such Class of Term Loans (including with respect to the full principal amount thereof and all accrued and unpaid interest and other amounts owing with respect thereto, in which case, such Class of Incremental Term Loans shall thereafter be deemed to not be outstanding for purposes of this Agreement or any other Loan Document and shall be Escrow Term Loans until such time, if any, as an Escrow Assumption with respect thereto has occurred, at which time any such Escrow Term Loans that accrued interest at a rate based on the Eurodollar Rate immediately prior to such Escrow Assumption shall constitute a Eurodollar Tranche with an initial Interest Period equal to the then unexpired interest period applicable thereto immediately prior to such Escrow Assumption. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. The consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any Person to provide an Incremental Term Loan unless such Person, or an Affiliate thereof, was previously a Lender. Notwithstanding the foregoing, with the consent of the holders of any Pre-Existing Debt, the Borrower and the Administrative Agent (to the extent the consent of the Administrative Agent would be required for an assignment to any such holder, such consent not to be unreasonably withheld), such Pre-Existing Debt may, pursuant to an Incremental Activation Notice, be deemed to have been issued as Incremental Term Loans under this Agreement on the date of effectiveness of such Incremental Activation Notice so long as the Incremental Term Loans resulting therefrom comply with the requirements set forth above (other than clause (C)) that are applicable to Incremental Term Loans and thereafter, the terms of such Pre-Existing Debt shall be governed by the terms of this Agreement (as modified by the applicable Incremental Activation Notice).
(f) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing Class”) be converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.1(g). In order to establish a Series of Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be identical in all material respects to the Term Loans under the Existing Class from which such Extended Term Loans are to be converted except that (i) all or any of the scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal and payment at maturity of the Term Loans of such Existing Class to the extent provided in the applicable Incremental Activation Notice, (ii) the Applicable Margins with respect to the Extended Term Loans may be different than the Applicable Margins for the Term Loans of such Existing Class and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Incremental Activation Notice, (iii) [Reserved] and (iv) the Incremental Activation Notice may provide for other covenants and terms (x) that apply solely to any period after the latest final maturity of the Term Loans and Commitments in effect on the effective date of the Incremental Activation Notice immediately prior to the establishment of such Extended Term Loans, or after approval thereof by the Required Lenders or (y) that are less favorable to the holders of the Extended Term Loans than the covenants and terms applicable to the Existing Class. The Borrowers shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans of the applicable Existing Class subject to such Extension Request converted into Extended Term Loans shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Te
Appears in 1 contract
Sources: Credit Agreement (Charter Communications, Inc. /Mo/)
Loans and Commitments. (a) Subject to the terms and conditions hereof, the Non-Extended Portion of each Term B-1 A-2 Loan outstanding under the Existing Credit Agreement immediately prior to on the Restatement Effective Date shall remain outstanding under this Agreement from and after the Restatement Effective Date as a Term B-1 Loan hereunderA-2 Loan. The Non-Extended Portion of each Term B-1 Loan A-2 Loans that was a were Eurodollar Loan Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be a Eurodollar Loan Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate for such Interest PeriodRate). The Non-Extended Portion of each Term B-1 Loan A-2 Loans that was an were ABR Loan under the Existing Credit Agreement Loans immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be an ABR Loan Loans under this Agreement. The Term B-1 A-2 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(b) Subject to the terms and conditions hereof, each Term B-2 A-3 Loan outstanding under the Existing Credit Agreement immediately prior to on the Restatement Effective Date shall remain outstanding under this Agreement as a Term B-2 A-3 Loan. Term B-2 A-3 Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term B-2 A-3 Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term B-2 A-3 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(c) Subject to the terms and conditions hereof, the Extended Portion each Converted Term A Loan of each Term B-1 Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date Lender shall be converted into a loan in Dollars (each a “Term C Loan under this Agreement from and after the Restatement Effective Date. Term C Loans that were Eurodollar Loans A-4 Loan”) of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with Lender in the same Eurodollar Rate). Term C Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term C Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(d) Subject to the terms and conditions hereof, the Non-Revolving Commitments and the Non-Revolving Loans outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall continue to be outstanding under this Agreement from and after the Restatement Effective Date as Non-Revolving Commitments and Non-Revolving Loans. Non-Revolving Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate) Non-Revolving Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Non-Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10
(e) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period with respect to such Lender’s Revolving Commitment in an aggregate principal amount at any one time outstanding which, when added to as such Lender’s Revolving Percentage of Converted Term A Loan on the sum of (i) the L/C Obligations then outstanding with respect to each Letter of Credit and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving CommitmentAmendment No. During the Revolving Commitment Period for any Revolving Commitment, the Borrower may use such Revolving Commitment by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.1
Appears in 1 contract
Loans and Commitments. (a) Subject to the terms and conditions hereof, the Non-Extended Portion of each Term B-1 A-1 Loan outstanding under the Existing Credit this Agreement immediately prior to the Restatement Amendment No. 5 Effective Date shall remain outstanding under this Agreement from and after the Restatement Effective Date as a Term B-1 Loan hereunderA-1 Loan. The Non-Extended Portion of each Term B-1 Loan A-1 Loans that was a were Eurodollar Loan Loans of a particular Eurodollar Tranche under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be a Eurodollar Loan Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit this Agreement (and with the same Eurodollar Rate for such Interest PeriodRate). The Non-Extended Portion of each Term B-1 Loan A-1 Loans that was an were ABR Loan Loans under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be an ABR Loan Loans under this Agreement. The Term B-1 A-1 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(b) Subject to the terms and conditions hereof, each Term B-2 E Loan outstanding under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall remain outstanding under this Agreement as a Term B-2 E Loan. Term B-2 E Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit this Agreement (and with the same Eurodollar Rate). Term B-2 E Loans that were ABR Loans under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be ABR Loans under this Agreement. The Term B-2 E Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(c) Subject to the terms and conditions hereof, the Extended Portion of each Term B-1 F Loan outstanding under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall be converted into a Term C Loan remain outstanding under this Agreement from and after the Restatement Effective Dateas a Term F Loan. Term C F Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit this Agreement (and with the same Eurodollar Rate). Term C F Loans that were ABR Loans under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be ABR Loans under this Agreement. The Term C F Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(d) Subject to the terms and conditions hereof, the Non-Revolving Commitments and the Non-Revolving Loans each Term H Loan outstanding under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall continue to be remain outstanding under this Agreement from and after as a Term H Loan until any Escrow Funding Assignment. Following any Escrow Assumption, each Term H Loan assumed by the Restatement Effective Date Borrower shall be deemed outstanding under this Agreement as Non-Revolving Commitments and Non-Revolving Loansa Term H Loan. Non-Revolving Term H Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit this Agreement (and with the same Eurodollar Rate) Non-Revolving until the Escrow Funding Assignment. Following any Escrow Assumption, Term H Loans assumed by the Borrower that were Eurodollar Loans of a particular Eurodollar Tranche shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under this Agreement (and with the same Eurodollar Rate). Term H Loans that were ABR Loans under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be ABR Loans under this Agreement until the Escrow Funding Assignment. Following any Escrow Assumption, Term H Loans assumed by the Borrower that were ABR Loans shall initially be ABR Loans under this Agreement. The Non-Revolving Term H Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(e) Subject to the terms and conditions hereof, each Term I Loan outstanding under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall remain outstanding under this Agreement as a Term I Loan until any Escrow Funding Assignment. Following any Escrow Assumption, each Term I Loan assumed by the Borrower shall be deemed outstanding under this Agreement as a Term I Loan. Term I Loans that were Eurodollar Loans of a particular Eurodollar Tranche under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under this Agreement (and with the same Eurodollar Rate) until the Escrow Funding Assignment. Following any Escrow Assumption, Term I Loans that were Eurodollar Loans of a particular Eurodollar Tranche shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under this Agreement (and with the same Eurodollar Rate). Term I Loans that were ABR Loans under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be ABR Loans under this Agreement until the Escrow Funding Assignment. Following any Escrow Assumption, Term I Loans assumed by the Borrower that were ABR Loans shall initially be ABR Loans under this Agreement. The Term I Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(f) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period with respect to such Lender’s Revolving Commitment in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations then outstanding with respect to each Letter of Credit and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period for any Revolving Commitment, the Borrower may use such Revolving Commitment by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 22.10. Any Revolving Loans outstanding under this Agreement immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall remain outstanding under this Agreement as Revolving Loans. Revolving Loans that were Eurodollar Loans of a particular Eurodollar Tranche immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche (and with the same Eurodollar Rate) and any Revolving Loans that were ABR Loans immediately prior to the effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date shall initially be ABR Loans.
(g) The Borrower (or, in the case of Escrow Incremental Term Loans, the Escrow Borrower) and any one or more Lenders (including Persons that become Lenders in connection therewith) may from time to time agree that such Lenders shall make Incremental Term Loans by executing and delivering to the Administrative Agent an Incremental Activation Notice specifying (i) the amount of such Incremental Term Loans, (ii) the applicable Incremental Closing Date, (iii) the applicable Incremental Term Maturity Date (which, except in the case of the Term A-1 Loans and Term E Loans, shall not be earlier than the Term I Maturity Date; provided that Incremental Term Loans shall not be required to comply with this clause (iii) or clause (iv) below so long as (x) such Incremental Term Loans have an Incremental Term Maturity Date that is no earlier than the Term A-1 Maturity Date and a Weighted Average Life to Maturity that is no shorter than the then remaining Weighted Average Life to Maturity of the Term A-1 Loans and (y) the aggregate principal amount of such Incremental Term Loans (other than Term A-1 Loans, Term E Loans and Term F Loans) outstanding at any time, when aggregated with the principal amount of Earlier Maturing Pari Secured Indebtedness then outstanding, does not exceed 2.0x Annualized Operating Cash Flow, calculated in the manner contemplated by Section 1.2(f) as if any Investment pursuant to which such Indebtedness was incurred occurred on the first day of the applicable Test Period, for the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(a) or (b) prior to the incurrence of such incremental Term Loans, (iv) the amortization schedule for such Incremental Term Loans; provided that, except as permitted by the proviso to clause (iii) above, in no event will any Incremental Term Loans (other than Term A-1 Loans, Term E Loans and Term F Loans) have a Weighted Average Life to Maturity that is shorter than the then remaining Weighted Average Life to Maturity of the Term I Loans, (v) the Applicable Margin for such Incremental Term Loans and any prepayment premiums or call protection applicable thereto, (vi) the proposed original issue discount applicable to such Incremental Term Loans, if any, (vii) whether such Incremental Term Loans constitute Refinancing Term Loans or Escrow Incremental Term Loans, (viii) whether any provision of this Agreement that requires a minimum final maturity or Weighted Average Life to Maturity for any other Indebtedness by reference to any previously established Term Loans is following the Incremental Closing Date amended to provide a similar benefit to such Incremental Term Loans, and (ix) any other terms and conditions that will apply to such Incremental Term Loans; provided that, except as provided above, (x) such other terms and conditions shall be the same as or less favorable to the Lenders providing such Incremental Term Loans than the terms and conditions of any then outstanding Class of Term Loans, (y) such other terms and conditions shall not apply until all then outstanding Loans and Commitments (other than such Incremental Term Loans) have been repaid and terminated, as applicable, or until approved by the Required Lenders or (z) such other terms and conditions shall apply to Escrow Incremental Term Loans solely until the Escrow Assumption with respect thereto occurs. Notwithstanding the foregoing, without the consent of the Required Lenders, (A) no Incremental Term Loans (other than Escrow Incremental Term Loans) may be borrowed after the Restatement Effective Date if after giving effect to the borrowing of such Incremental Term Loans and the application of proceeds therefrom on the date such Incremental Term Loans are borrowed the aggregate principal amount of all Classes of Term Loans, First Lien Notes and Pre-Existing Debt would exceed the First Lien Term Cap, (B) no Net Cash Proceeds of any Incremental Term Loans that are not Refinancing Term Loans shall be directly applied to prepay outstanding Term Loans, (C) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $100,000,000, (D) subject to Section 1.2(j), no Incremental Term Loans (other than Escrow Incremental Term Loans) may be borrowed if a Default or Event of Default is in existence after giving pro forma effect thereto, (E) Escrow Incremental Term Loans shall not be deemed to be outstanding under this Agreement or any other Loan Document for any purposes hereof (including, without limitation, for purposes of any financial calculation, the definition of “Obligations”, the definition of “Required Lenders” or Section 8 or Section 10.1 hereof) and the obligations with respect thereto shall not be recourse to the Borrower or any Subsidiary Guarantor, in each case, unless and until the Escrow Assumption with respect thereto has occurred and (F) the Escrow Assumption with respect to any Escrow Incremental Term Loans shall not be permitted unless on the date thereof (and after giving effect thereto) the conditions set forth in clauses (A) and (D) above would be satisfied if the Borrower was borrowing such Incremental Term Loans on the date of such Escrow Assumption. With the consent of the Borrower and each of the Lenders with any Class of then outstanding Incremental Term Loans and pursuant to an assumption agreement reasonably satisfactory to the Administrative Agent, an Escrow Borrower may assume all obligations of the Borrower with respect to such Class of Term Loans (including with respect to the full principal amount thereof and all accrued and unpaid interest and other amounts owing with respect thereto, in which case, such Class of Incremental Term Loans shall thereafter be deemed to not be outstanding for purposes of this Agreement or any other Loan Document and shall be Escrow Term Loans until such time, if any, as an Escrow Assumption with respect thereto has occurred, at which time any such Escrow Term Loans that accrued interest at a rate based on the Eurodollar Rate immediately prior to such Escrow Assumption shall constitute a Eurodollar Tranche with an initial Interest Period equal to the then unexpired interest period applicable thereto immediately prior to such Escrow Assumption. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. The consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any Person to provide an Incremental Term Loan unless such Person, or an Affiliate thereof, was previously a Lender. Notwithstanding the foregoing, with the consent of the holders of any Pre-Existing Debt, the Borrower and the Administrative Agent (to the extent the consent of the Administrative Agent would be required for an assignment to any such holder, such consent not to be unreasonably withheld), such Pre-Existing Debt may, pursuant to an Incremental Activation Notice, be deemed to have been issued as Incremental Term Loans under this Agreement on the date of effectiveness of such Incremental Activation Notice so long as the Incremental Term Loans resulting therefrom comply with the requirements set forth above (other than clause (C)) that are applicable to Incremental Term Loans and thereafter, the terms of such Pre-Existing Debt shall be governed by the terms of this Agreement (as modified by the applicable Incremental Activation Notice).
(h) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing Class”) be conver
Appears in 1 contract
Sources: Credit Agreement (Charter Communications, Inc. /Mo/)
Loans and Commitments. (a) Subject to the terms and conditions hereof, the Non-Extended Portion of each Term B-1 A Loan outstanding under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall remain outstanding under this Agreement from and after the New Restatement Effective Date as a Term B-1 A Loan hereunder. The Non-Extended Portion of each Each Term B-1 A Loan that was a Eurodollar Loan of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be a Eurodollar Loan of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate for such Interest Period). The Non-Extended Portion of each Each Term B-1 A Loan that was an ABR Loan under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be an ABR Loan under this Agreement. The Term B-1 A Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(b) Subject to the terms and conditions hereof, each Term B-2 C Loan outstanding under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall remain outstanding under this Agreement as a Term B-2 C Loan. Term B-2 Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term B-2 Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term B-2 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(c) Subject to the terms and conditions hereof, the Extended Portion of each Term B-1 Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall be converted into a Term C Loan under this Agreement from and after the Restatement Effective Date. Term C Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term C Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term C Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(c) Subject to the terms and conditions hereof, each Term D Loan outstanding under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall remain outstanding under this Agreement from and after the New Restatement Effective Date as a Term D Loan hereunder. Term D Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term D Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term D Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(d) Subject to the terms and conditions hereof, the Non-Revolving Commitments and the Non-Revolving Loans outstanding under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall continue to be outstanding under this Agreement from and after the New Restatement Effective Date as Non-Revolving Commitments and Non-Revolving Loans. Non-Revolving Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate) Non-Revolving Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be ABR Loans under this Agreement. The Non-Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.102.10[Reserved].
(e) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period with respect to such Lender’s 's Revolving Commitment in an aggregate principal amount at any one time outstanding which, when added to such Lender’s 's Revolving Percentage of the sum of (i) the L/C Obligations then outstanding with respect to each Letter of Credit and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s 's Revolving Commitment. During the Revolving Commitment Period for any Revolving Commitment, the Borrower may use such Revolving Commitment by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.
Appears in 1 contract
Sources: Credit Agreement (Charter Communications, Inc. /Mo/)
Loans and Commitments. (a) Subject to the terms and conditions hereof, the Non-Extended Portion of each Term B-1 A-2 Loan outstanding under the Existing Credit Agreement immediately prior to on the Restatement Effective Date shall remain outstanding under this Agreement from and after the Restatement Effective Date as a Term B-1 Loan hereunderA-2 Loan. The Non-Extended Portion of each Term B-1 Loan A-2 Loans that was a were Eurodollar Loan Loans of a particular Eurodollar Tranche ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be a Eurodollar Loan Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate for such Interest PeriodRate). The Non-Extended Portion of each Term B-1 Loan A-2 Loans that was an were ABR Loan under the Existing Credit Agreement Loans immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be an ABR Loan Loans under this Agreement. The Term B-1 A-2 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(b) Subject to the terms and conditions hereof, each Term B-2 A-3 Loan outstanding under the Existing Credit Agreement immediately prior to on the Restatement Effective Date shall remain outstanding under this Agreement as a Term B-2 A-3 Loan. Term B-2 A-3 Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term B-2 A-3 Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term B-2 A-3 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(c) [Reserved].
(d) Subject to the terms and conditions hereof, the Extended Portion of each Term B-1 B Loan outstanding under the Existing Credit Agreement immediately prior to on the Restatement Effective Date shall be converted into a Term C Loan remain outstanding under this Agreement from and after the Restatement Effective Dateas a Term B Loan. Term C B Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term C B Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term C B Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(de) Subject to the terms and conditions hereof, the Non-Revolving Commitments and the Non-Revolving Loans outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall continue to be outstanding under this Agreement from and after the Restatement Effective Date as Non-Revolving Commitments and Non-Revolving Loans. Non-Revolving Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate) Non-Revolving Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Non-Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10[Reserved].
(ef) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period with respect to such Lender’s Revolving Commitment in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations then outstanding with respect to each Letter of Credit and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period for any Revolving Commitment, the Borrower may use such Revolving Commitment by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 22.10.
(g) Following the Restatement Effective Date, the Borrower (or, in the case of Escrow Incremental Term Loans, the Escrow Borrower) and any one or more Lenders (including Persons that become Lenders in connection therewith) may from time to time agree that such Lenders shall make Incremental Term Loans by executing and delivering to the Administrative Agent an Incremental Activation Notice specifying (i) the amount of such Incremental Term Loans, (ii) the applicable Incremental Closing Date, (iii) the applicable Incremental Term Maturity Date (which shall not be earlier than the Term B Maturity Date; provided that Incremental Term Loans shall not be required to comply with this clause (iii) or clause (iv) below so long as (x) such Incremental Term Loans have an Incremental Term Maturity Date that is no earlier than the Term A-3 Maturity Date and a Weighted Average Life to Maturity that is no shorter than the then remaining Weighted Average Life to Maturity of the Term A-3 Loans and (y) the aggregate principal amount of such Incremental Term Loans outstanding at any time does not exceed 2.0x Annualized Operating Cash Flow, calculated in the manner contemplated by Section 1.2(f) as if any Investment pursuant to which such Indebtedness was incurred occurred on the first day of the applicable Test Period, for the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(a) or (b) prior to the incurrence of such Incremental Term Loans, (iv) the amortization schedule for such Incremental Term Loans; provided that, except as permitted by the proviso to clause (iii) above, in no event will any Incremental Term Loans have a Weighted Average Life to Maturity that is shorter than the then remaining Weighted Average Life to Maturity of the Term B Loans, (v) the Applicable Margin for such Incremental Term Loans and any prepayment premiums or call protection applicable thereto, (vi) the proposed original issue discount applicable to such Incremental Term Loans, if any, (vii) whether, if applicable, such Incremental Term Loans constitute Refinancing Term Loans or Escrow Incremental Term Loans, (viii) whether any provision of this Agreement that requires a minimum final maturity or Weighted Average Life to Maturity for any other Indebtedness by reference to any previously established Term Loans is following the Incremental Closing Date amended to provide a similar benefit to such Incremental Term Loans, and (ix) any other terms and conditions that will apply to such Incremental Term Loans; provided that, except as provided above, (x) such other terms and conditions shall be the same as or less favorable to the Lenders providing such Incremental Term Loans than the terms and conditions of any then outstanding Class of Term Loans, (y) such other terms and conditions shall not apply until all then outstanding Loans and Commitments (other than such Incremental Term Loans) have been repaid and terminated, as applicable, or until approved by the Required Lenders or (z) such other terms and conditions shall apply to Escrow Incremental Term Loans solely until the Escrow Assumption with respect thereto occurs. Notwithstanding the foregoing, without the consent of the Required Lenders, (A) no Incremental Term Loans (other than Escrow Incremental Term Loans) may be borrowed after the Restatement Effective Date if after giving effect to the borrowing of such Incremental Term Loans and the application of proceeds therefrom on the date such Incremental Term Loans are borrowed the aggregate principal amount of all Classes of Term Loans, First Lien Notes and Pre-Existing Debt would exceed the First Lien Term Cap, (B) no Net Cash Proceeds of any Incremental Term Loans that are not Refinancing Term Loans shall be directly applied to prepay outstanding Term Loans, (C) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $100,000,000, (D) subject to Section 1.2(j), no Incremental Term Loans (other than Escrow Incremental Term Loans) may be borrowed if a Default or Event of Default is in existence after giving pro forma effect thereto, (E) Escrow Incremental Term Loans shall not be deemed to be outstanding under this Agreement or any other Loan Document for any purposes hereof (including, without limitation, for purposes of any financial calculation, the definition of “Obligations”, the definition of “Required Lenders” or Section 8 or Section 10.1 hereof) and the obligations with respect thereto shall not be recourse to the Borrower or any Subsidiary Guarantor, in each case, unless and until the Escrow Assumption with respect thereto has occurred and (F) the Escrow Assumption with respect to any Escrow Incremental Term Loans shall not be permitted unless on the date thereof (and after giving effect thereto) the conditions set forth in clauses (A) and (D) above would be satisfied if the Borrower was borrowing such Incremental Term Loans on the date of such Escrow Assumption. With the consent of the Borrower and each of the Lenders with any Class of then outstanding Incremental Term Loans and pursuant to an assumption agreement reasonably satisfactory to the Administrative Agent, an Escrow Borrower may assume all obligations of the Borrower with respect to such Class of Term Loans (including with respect to the full principal amount thereof and all accrued and unpaid interest and other amounts owing with respect thereto, in which case, such Class of Incremental Term Loans shall thereafter be deemed to not be outstanding for purposes of this Agreement or any other Loan Document and shall be Escrow Term Loans until such time, if any, as an Escrow Assumption with respect thereto has occurred, at which time any such Escrow Term Loans that accrued interest at a rate based on the Eurodollar Rate immediately prior to such Escrow Assumption shall constitute a Eurodollar Tranche with an initial Interest Period equal to the then unexpired interest period applicable thereto immediately prior to such Escrow Assumption. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. The consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any Person to provide an Incremental Term Loan unless such Person, or an Affiliate thereof, was previously a Lender. Notwithstanding the foregoing, with the consent of the holders of any Pre-Existing Debt, the Borrower and the Administrative Agent (to the extent the consent of the Administrative Agent would be required for an assignment to any such holder, such consent not to be unreasonably withheld), such Pre-Existing Debt may, pursuant to an Incremental Activation Notice, be deemed to have been issued as Incremental Term Loans under this Agreement on the date of effectiveness of such Incremental Activation Notice so long as the Incremental Term Loans resulting therefrom comply with the requirements set forth above (other than clause (C)) that are applicable to Incremental Term Loans and thereafter, the terms of such Pre-Existing Debt shall be governed by the terms of this Agreement (as modified by the applicable Incremental Activation Notice). To the extent provided in the relevant Incremental Activation Notice with respect to any Refinancing Term Loans, any portion of the Term Loans that would otherwise be repaid from the net proceeds of such Refinancing Term Loans may be converted on a “cashless roll” basis into such Refinancing Term Loans if agreed to by each Lender holding the Term Loans that are so converted.
(h) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing Class”) be converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.1(h). In order to establish a Series of Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be identical in all material respects to the Term Loans under the Existing Class from which such Extended Term Loans are to be converted except that (i) all or any of the scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal and payment at maturity of the Term Loans of such Existing Class to the extent provided in the applicable Incremental Activation Notice, (ii) the Applicable Margins with respect to the Extended Term Loans may be different than the Applicable Margins for the Term Loans of such Existing Class and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Incremental Activation Notice, (iii) [reserved] and (iv) the Incremental Activation Notice may provide for other covenants and terms (x) that apply solely to any period after the latest final maturity of the Term Loans and Commitments in effect on the effective date of the Incremental Activation Notice immediately prior to the establishment of such Extended Term Loans, or after approval thereof by the Required Lenders or (y) that are less favorable to the holders of the Extended Term Loans than the covenants and terms applicable to the Existing Class. The Borrowers shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans of the applicable Existing Class subject to such Extension Request converted into Extended Term Loans shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of the applicable Existing Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans of the applicable Existing Class subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans of the applicable Existing Class included in each such Extension Election. The final terms of the Extended Term Loans (which shall be consistent with the Extension Request) and the allocations of the Extended Term Loans among the Extending Term Lenders shall be as set forth in the applicable Incremental Activation Notice entered into by the Borrower and the Administrative Agent. Each Extending Term Lender’s Election Request shall be deemed to be an authorization for the Administrative Agent and the Borrower to enter into such Incremental Activation Notice in accordance with the requirements set forth above in this Section 2.1(h) and to bind such Extending Term Lender thereby.
(i) The Borrower and any one or more Lenders (including Persons that become Lenders in connection therewith) may from time to time agree that such Lenders will establish Revolving Commitments through (A) the provision of a new Revolving Commitment by any such Lender or (B) the conversion of a previously established Revolving Commitment of any such Lender to such Extended Revolving Commitment of such Lender (any Revolving Commitments being established pursuant
Appears in 1 contract
Sources: Restatement Agreement (Charter Communications, Inc. /Mo/)
Loans and Commitments. (a) Subject to the terms and conditions hereof, the Non-Extended Portion of each Term B-1 A Loan outstanding under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall remain outstanding under this Agreement from and after the New Restatement Effective Date as a Term B-1 A Loan hereunder. The Non-Extended Portion of each Each Term B-1 A Loan that was a Eurodollar Loan of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be a Eurodollar Loan of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate for such Interest Period). The Non-Extended Portion of each Each Term B-1 A Loan that was an ABR Loan under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be an ABR Loan under this Agreement. The Term B-1 A-1 Lender severally agrees to make to the Borrower a loan in Dollars (each a “Term A-1 Loan”) on the Amendment No. 2 Effective Date equal to the Term A-1 Commitment of such Term A-1 Lender. The Term A-1 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(b) Subject to the terms and conditions hereof, each Term B-2 C Loan outstanding under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall remain outstanding under this Agreement as a Term B-2 C Loan. Term B-2 Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term B-2 Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term B-2 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(c) Subject to the terms and conditions hereof, the Extended Portion of each Term B-1 Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall be converted into a Term C Loan under this Agreement from and after the Restatement Effective Date. Term C Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term C Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term C Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(dc) Subject to the terms and conditions hereof, the Non-Revolving Commitments and the Non-Revolving Loans each Term D Loan outstanding under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall continue to be remain outstanding under this Agreement from and after the New Restatement Effective Date as Non-Revolving Commitments and Non-Revolving Loansa Term D Loan hereunder. Non-Revolving Term D Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate) Non-Revolving ). Term D Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be ABR Loans under this Agreement. The Non-Revolving Term D Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(d) [Reserved].
(e) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period with respect to such Lender’s 's Revolving Commitment in an aggregate principal amount at any one time outstanding which, when added to such Lender’s 's Revolving Percentage of the sum of (i) the L/C Obligations then outstanding with respect to each Letter of Credit and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s 's Revolving Commitment. During the Revolving Commitment Period for any Revolving Commitment, the Borrower may use such Revolving Commitment by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.
Appears in 1 contract
Sources: Credit Agreement (Charter Communications, Inc. /Mo/)
Loans and Commitments. (a) Subject to the terms and conditions hereof, the Non-Extended Portion of each Term B-1 Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall remain outstanding under this Agreement from and after the Restatement Effective Date as a Term B-1 Loan hereunder. The Non-Extended Portion of each Term B-1 Loan that was a Eurodollar Loan of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be a Eurodollar Loan of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate for such Interest Period). The Non-Extended Portion of each Term B-1 Loan that was an ABR Loan under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be an ABR Loan under this Agreement. The Term B-1 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(b) Subject to the terms and conditions hereof, each Term B-2 Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall remain outstanding under this Agreement as a Term B-2 Loan. Term B-2 Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term B-2 Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term B-2 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(c) Subject to the terms and conditions hereof, the Extended Portion of each Term B-1 Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall be converted into a Term C Loan under this Agreement from and after the Restatement Effective Date. Term C Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term C Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term C Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(d) Subject to the terms and conditions hereof, the Non-Revolving Commitments and the Non-Revolving Loans outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall continue to be outstanding under this Agreement from and after the Restatement Effective Date as Non-Revolving Commitments and Non-Revolving Loans. Non-Revolving Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate) Non-Revolving Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Non-Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10
(e) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period with respect to such Lender▇▇▇▇▇▇’s Revolving Commitment in an aggregate principal amount at any one time outstanding which, when added to such Lender▇▇▇▇▇▇’s Revolving Percentage of the sum of (i) the L/C Obligations then outstanding with respect to each Letter of Credit and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment. During the Revolving Commitment Period for any Revolving Commitment, the Borrower may use such Revolving Commitment by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.
Appears in 1 contract
Sources: Incremental Activation Notice (Charter Communications, Inc. /Mo/)
Loans and Commitments. (a) Subject to the terms and conditions hereof, the Non-Extended Portion of each Term B-1 A Loan outstanding under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall remain outstanding under this Agreement from and after the New Restatement Effective Date as a Term B-1 A Loan hereunder. The Non-Extended Portion of each Each Term B-1 A Loan that was a Eurodollar Loan of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be a Eurodollar Loan of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate for such Interest Period). The Non-Extended Portion of each Each Term B-1 A Loan that was an ABR Loan under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be an ABR Loan under this Agreement. The Term B-1 A Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(b) Subject to the terms and conditions hereof, each Term B-2 C Loan outstanding under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall remain outstanding under this Agreement as a Term B-2 C Loan. Term B-2 Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term B-2 Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term B-2 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(c) Subject to the terms and conditions hereof, the Extended Portion of each Term B-1 Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall be converted into a Term C Loan under this Agreement from and after the Restatement Effective Date. Term C Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term C Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term C Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(c) Subject to the terms and conditions hereof, each Term D Loan outstanding under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall remain outstanding under this Agreement from and after the New Restatement Effective Date as a Term D Loan hereunder. Term D Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term D Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term D Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(d) Subject to the terms and conditions hereof, the Non-Revolving Commitments and the Non-Revolving Loans outstanding under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall continue to be outstanding under this Agreement from and after the New Restatement Effective Date as Non-Revolving Commitments and Non-Revolving Loans. Non-Revolving Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate) Non-Revolving Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be ABR Loans under this Agreement. The Non-Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(e) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period with respect to such Lender’s 's Revolving Commitment in an aggregate principal amount at any one time outstanding which, when added to such Lender’s 's Revolving Percentage of the sum of (i) the L/C Obligations then outstanding with respect to each Letter of Credit and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s 's Revolving Commitment. During the Revolving Commitment Period for any Revolving Commitment, the Borrower may use such Revolving Commitment by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.
Appears in 1 contract
Sources: Credit Agreement (Charter Communications, Inc. /Mo/)
Loans and Commitments. (a) Subject to the terms and conditions hereof, the Non-Extended Portion of each Term B-1 A-1 Loan outstanding under the Existing Credit this Agreement immediately prior to the Restatement Amendment No. 4 Effective Date shall remain outstanding under this Agreement from and after the Restatement Effective Date as a Term B-1 Loan hereunderA-1 Loan. The Non-Extended Portion of each Term B-1 Loan A-1 Loans that was a were Eurodollar Loan Loans of a particular Eurodollar Tranche under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be a Eurodollar Loan Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit this Agreement (and with the same Eurodollar Rate for such Interest PeriodRate). The Non-Extended Portion of each Term B-1 Loan A-1 Loans that was an were ABR Loan Loans under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be an ABR Loan Loans under this Agreement. The Term B-1 A-1 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(b) Subject to the terms and conditions hereof, each Term B-2 E Loan outstanding under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall remain outstanding under this Agreement as a Term B-2 E Loan. Term B-2 E Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit this Agreement (and with the same Eurodollar Rate). Term B-2 E Loans that were ABR Loans under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be ABR Loans under this Agreement. The Term B-2 E Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(c) Subject to the terms and conditions hereof, the Extended Portion of each Term B-1 F Loan outstanding under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall be converted into a Term C Loan remain outstanding under this Agreement from and after the Restatement Effective Dateas a Term F Loan. Term C F Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit this Agreement (and with the same Eurodollar Rate). Term C F Loans that were ABR Loans under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be ABR Loans under this Agreement. The Term C F Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(d) Subject to the terms and conditions hereof, the Non-Revolving Commitments and the Non-Revolving Loans each Term G Loan outstanding under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall continue to be remain outstanding under this Agreement from and after the Restatement Effective Date as Non-Revolving Commitments and Non-Revolving Loansa Term G Loan. Non-Revolving Term G Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit this Agreement (and with the same Eurodollar Rate) Non-Revolving ). Term G Loans that were ABR Loans under the Existing Credit this Agreement immediately prior to the Restatement effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be ABR Loans under this Agreement. The Non-Revolving Term G Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(e) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period with respect to such Lender’s Revolving Commitment in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations then outstanding with respect to each Letter of Credit and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period for any Revolving Commitment, the Borrower may use such Revolving Commitment by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 22.10. Any Revolving Loans outstanding under this Agreement immediately prior to the effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall remain outstanding under this Agreement as Revolving Loans. Revolving Loans that were Eurodollar Loans of a particular Eurodollar Tranche immediately prior to the effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche (and with the same Eurodollar Rate) and any Revolving Loans that were ABR Loans immediately prior to the effectiveness of Amendment No. 4 on the Amendment No. 4 Effective Date shall initially be ABR Loans.
(f) The Borrower (or, in the case of Escrow Incremental Term Loans, the Escrow Borrower) and any one or more Lenders (including Persons that become Lenders in connection therewith) may from time to time agree that such Lenders shall make Incremental Term Loans by executing and delivering to the Administrative Agent an Incremental Activation Notice specifying (i) the amount of such Incremental Term Loans, (ii) the applicable Incremental Closing Date, (iii) the applicable Incremental Term Maturity Date (which, except in the case of the Term A-1 Loans and Term E Loans, shall not be earlier than the Term G Maturity Date; provided that Incremental Term Loans shall not be required to comply with this clause (iii) or clause (iv) below so long as (x) such Incremental Term Loans have an Incremental Term Maturity Date that is no earlier than the Term A-1 Maturity Date and a Weighted Average Life to Maturity that is no shorter than the then remaining Weighted Average Life to Maturity of the Term A-1 Loans and (y) the aggregate principal amount of such Incremental Term Loans (other than Term A-1 Loans and Term E Loans) outstanding at any time, when aggregated with the principal amount of Earlier Maturing Pari Secured Indebtedness then outstanding, does not exceed 2.0x Annualized Operating Cash Flow, calculated in the manner contemplated by Section 1.2(f) as if any Investment pursuant to which such Indebtedness was incurred occurred on the first day of the applicable Test Period, for the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(a) or (b) prior to the incurrence of such incremental Term Loans, (iv) the amortization schedule for such Incremental Term Loans; provided that, except as permitted by the proviso to clause (iii) above, in no event will any Incremental Term Loans (other than Term A-1 Loans and Term E Loans) have a Weighted Average Life to Maturity that is shorter than the then remaining Weighted Average Life to Maturity of the Term G Loans, (v) the Applicable Margin for such Incremental Term Loans and any prepayment premiums or call protection applicable thereto, (vi) the proposed original issue discount applicable to such Incremental Term Loans, if any, (vii) whether such Incremental Term Loans constitute Refinancing Term Loans or Escrow Incremental Term Loans, (viii) whether any provision of this Agreement that requires a minimum final maturity or Weighted Average Life to Maturity for any other Indebtedness by reference to any previously established Term Loans is following the Incremental Closing Date amended to provide a similar benefit to such Incremental Term Loans, (ix) [Reserved], and (x) any other terms and conditions that will apply to such Incremental Term Loans; provided that, except as provided above, (x) such other terms and conditions shall be the same as or less favorable to the Lenders providing such Incremental Term Loans than the terms and conditions of any then outstanding Class of Term Loans, (y) such other terms and conditions shall not apply until all then outstanding Loans and Commitments (other than such Incremental Term Loans) have been repaid and terminated, as applicable, or until approved by the Required Lenders or (z) such other terms and conditions shall apply to Escrow Incremental Term Loans solely until the Escrow Assumption with respect thereto occurs. Notwithstanding the foregoing, without the consent of the Required Lenders, (A) no Incremental Term Loans (other than Escrow Incremental Term Loans) may be borrowed after the Restatement Effective Date if after giving effect to the borrowing of such Incremental Term Loans and the application of proceeds therefrom on the date such Incremental Term Loans are borrowed the aggregate principal amount of all Classes of Term Loans and First Lien Notes would exceed the First Lien Term Cap, (B) no Net Cash Proceeds of any Incremental Term Loans that are not Refinancing Term Loans shall be directly applied to prepay outstanding Term Loans, (C) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $100,000,000 , (D) no Incremental Term Loans (other than Escrow Incremental Term Loans) may be borrowed if a Default or Event of Default is in existence after giving pro forma effect thereto, (E) Escrow Incremental Term Loans shall not be deemed to be outstanding under this Agreement or any other Loan Document for any purposes hereof (including, without limitation, for purposes of any financial calculation, the definition of “Obligations”, the definition of “Required Lenders” or Section 8 or Section 10.1 hereof) and the obligations with respect thereto shall not be recourse to the Borrower or any Subsidiary Guarantor, in each case, unless and until the Escrow Assumption with respect thereto has occurred and (F) the Escrow Assumption with respect to any Escrow Incremental Term Loans shall not be permitted unless on the date thereof (and after giving effect thereto) the conditions set forth in clauses (A) and (D) above would be satisfied if the Borrower was borrowing such Incremental Term Loans on the date of such Escrow Assumption. With the consent of the Borrower and each of the Lenders with any Class of then outstanding Incremental Term Loans and pursuant to an assumption agreement reasonably satisfactory to the Administrative Agent, an Escrow Borrower may assume all obligations of the Borrower with respect to such Class of Term Loans (including with respect to the full principal amount thereof and all accrued and unpaid interest and other amounts owing with respect thereto, in which case, such Class of Incremental Term Loans shall thereafter be deemed to not be outstanding for purposes of this Agreement or any other Loan Document and shall be Escrow Term Loans until such time, if any, as an Escrow Assumption with respect thereto has occurred, at which time any such Escrow Term Loans that accrued interest at a rate based on the Eurodollar Rate immediately prior to such Escrow Assumption shall constitute a Eurodollar Tranche with an initial Interest Period equal to the then unexpired interest period applicable thereto immediately prior to such Escrow Assumption. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. The consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any Person to provide an Incremental Term Loan unless such Person, or an Affiliate thereof, was previously a Lender.
(g) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an “Existing Class”) be converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.1(g). In order to establish a Series of Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Class) (an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be identical in all material respects to the Term Loans under the Existing Class from which such Extended Term Loans are to be converted except that (i) all or any of the scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal and payment at maturity of the Term Loans of such Existing Class to the extent provided in the applicable Incremental Activation Notice, (ii) the Applicable Margins with respect to the Extended Term Loans may be different than the Applicable Margins for the Term Loans of such Existing Class and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Incremental Activation Notice, (iii) [Reserved] and (iv) the Incremental Activation Notice may provide for other covenants and terms (x) that apply solely to any period after the latest final maturity of the Term Loans and Commitments in effect on the effective date of the Incremental Activation Notice immediately prior to the establishment of such Extended Term Loans, or after approval thereof by the Required Lenders or (y) that are less favorable to the holders of the Extended Term Loans than the covenants and terms applicable to the Existing Class. The Borrowers shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans of the applicable Existing Class subject to such Extension Request converted into Extended Term Loans shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of the applicable Existing Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans of the applicable Existing Class subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans of the applicable Existing Class included in each such Extension Election. The final terms of the Extended Term Loans (which shall be consistent with the Extension Request) and the allocations of the Extended Term Loans among the Extending Term Lenders shall be as set forth in the applic
Appears in 1 contract
Sources: Credit Agreement (Charter Communications, Inc. /Mo/)
Loans and Commitments. Subject to the terms and conditions set forth herein, each Lender agrees, pursuant to its applicable Commitment(s):
(a) Subject on the Effective Date, to make Term Loans to the Company in Dollars and/or Euros in the respective amounts set forth opposite its name on Schedule 2.01 under the heading “Term Loans”;Subject to the terms and conditions hereof, the Non-Extended Portion of each Term B-1 Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall remain outstanding under this Agreement from and after the Restatement Effective Date as a Term B-1 B Loan hereunderhereunder and such Term B Loans shall, for the avoidance of doubt, have an aggregate principal amount of $508,869,157.19 as of the Restatement Effective Date. The Non-Extended Portion of each Term B-1 Loan that was a Eurodollar Eurocurrency Term Loan of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be a Eurodollar Eurocurrency Term Loan of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche Eurocurrency Term Loan under the Existing Credit Agreement (and with the same Eurodollar Rate for such Interest Period)Agreement. The Non-Extended Portion of each Term B-1 Loan that was an ABR Term Loan under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be an ABR Term Loan under this Agreement. The Term B-1 B Loans may from time to time be Eurodollar Eurocurrency Term Loans or ABR Term Loans, as determined by the Borrower Company and notified to the Administrative Agent in accordance with Sections 2.2 Section 2.02(A) and 2.102.07.
(b) Subject to the terms and conditions hereof, each Term B-2 Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall remain outstanding under this Agreement as a Term B-2 Loan. Term B-2 Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term B-2 Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term B-2 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(c) Subject to the terms and conditions hereof, the Extended Portion of each Term B-1 Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall be converted into a Term C Loan under this Agreement from and after the Restatement Effective Date and such Term C Loans shall, for the avoidance of doubt, have an aggregate principal amount of $1,410,416,342.81 as of the Restatement Effective Date. Term C Loans that were Eurodollar Eurocurrency Term Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Eurocurrency Term Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche Eurocurrency Term Loan under the Existing Credit Agreement (and with the same Eurodollar Rate)Agreement. Term C Loans that were ABR Term Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Term Loans under this Agreement. The Term C Loans may from time to time be Eurodollar Eurocurrency Term Loans or ABR Term Loans, as determined by the Borrower Company and notified to the Administrative Agent in accordance with Sections 2.2 2.02(A) and 2.102.07.
(dc) Subject to the terms and conditions hereof, the Non-Extended Portion of each Revolving Commitments and the Non-Revolving Loans Facility Commitment outstanding under (and as defined in) the Existing Credit Agreement immediately prior to the Restatement Effective Date shall continue to be outstanding under this Agreement from and after the Restatement Effective Date as Non-Tranche 1 Revolving Commitments Commitments. Subject to the terms and Non-conditions hereof, the Extended Portion of each Revolving Facility Commitment outstanding under (and as defined in) the Existing Credit Agreement immediately prior to the Restatement Effective Date shall continue to be outstanding under this Agreement from and after the Restatement Effective Date, and the Extended Portion of each Revolving Facility Commitment provided as of the Restatement Effective Date pursuant to the Amendment Agreement as a “New Tranche 2 Revolving Commitment” (as defined in the Amendment Agreement) shall be outstanding under this Agreement from and after the Restatement Effective Date, in each case, as Tranche 2 Revolving Commitments. Any Revolving Facility Loans outstanding on the Restatement Effective Date shall initially be Revolving Facility Loans under this Agreement; provided that on and after the Restatement Effective Date, (x) each Tranche 1 Revolving Lender will be deemed to be holding such Revolving Facility Loans as Tranche 1 Revolving Facility Loans and (y) each Tranche 2 Revolving Lender will be deemed to be holding such Revolving Facility Loans as Tranche 2 Revolving Facility Loans. Non-Any Revolving Facility Loans made on or after the Restatement Effective Date shall be allocated to the two Classes of Revolving Facility Loans ratably in accordance with the aggregate Commitments under each Class, and among the Revolving Lenders in each Class ratably in accordance with their respective Revolving Facility Percentages and shall be reallocated on the Tranche 1 Revolving Facility Maturity date in the manner set forth below; provided, however, that there shall be no such reallocation of Revolving Facility Loans in the event the maturity of the Loans has been accelerated prior to the Tranche 1 Revolving Facility Maturity Date. Revolving Facility Loans that were Eurodollar Eurocurrency Revolving Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Eurocurrency Revolving Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche Eurocurrency Revolving Loans under the Existing Credit Agreement (and with the same Eurodollar Rate) Non-Agreement. Revolving Facility Loans that were ABR Revolving Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Revolving Loans under this Agreement. The Non-Revolving Facility Loans may from time to time be Eurodollar Eurocurrency Revolving Loans or ABR Revolving Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.02(A) and 2.10
(e) Subject to 2.07. On the terms and conditions hereofTranche 1 Revolving Facility Maturity Date, each Tranche 2 Revolving Lender severally agrees to make revolving credit loans (“shall purchase at par from each Tranche 1 Revolving Loans”) to the Borrower from time to time during Lender such portions of the Revolving Commitment Period with respect to Facility Loans outstanding on the Restatement Effective Date as may be specified by the Administrative Agent so that, immediately following such Lender’s Revolving Commitment in an aggregate principal amount at any one time outstanding whichpurchases, when added to such Lender’s Revolving Percentage of the sum of (i) the L/C Obligations then outstanding with respect to each Letter of Credit and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period for any Revolving Commitment, the Borrower may use such Revolving Commitment by borrowing, prepaying the all Eurocurrency Revolving Loans in whole or in part, and reborrowing, all ABR Revolving Loans shall be held by the Tranche 2 Revolving Lenders on a pro rata basis in accordance with their respective Tranche 2 Revolving Facility Percentages on the terms and conditions hereof. The Tranche 1 Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2Facility Maturity Date.
Appears in 1 contract
Sources: Amendment Agreement (Celanese CORP)
Loans and Commitments. (a) Subject to the terms and conditions hereof, the Non-Extended Portion of each Term B-1 Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall remain outstanding under this Agreement from and after the Restatement Effective Date as a Term B-1 B Loan hereunderhereunder and such Term B Loans shall, for the avoidance of doubt, have an aggregate principal amount of $508,869,157.19 as of the Restatement Effective Date. The Non-Extended Portion of each Term B-1 Loan that was a Eurodollar Eurocurrency Term Loan of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be a Eurodollar Eurocurrency Term Loan of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche Eurocurrency Term Loan under the Existing Credit Agreement (and with the same Eurodollar Rate for such Interest Period)Agreement. The Non-Extended Portion of each Term B-1 Loan that was an ABR Term Loan under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be an ABR Term Loan under this Agreement. The Term B-1 B Loans may from time to time be Eurodollar Eurocurrency Term Loans or ABR Term Loans, as determined by the Borrower Company and notified to the Administrative Agent in accordance with Sections 2.2 Section 2.02(A) and 2.102.07.
(b) Subject to the terms and conditions hereof, each Term B-2 Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall remain outstanding under this Agreement as a Term B-2 Loan. Term B-2 Loans that were Eurodollar Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (and with the same Eurodollar Rate). Term B-2 Loans that were ABR Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Loans under this Agreement. The Term B-2 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(c) Subject to the terms and conditions hereof, the Extended Portion of each Term B-1 Loan outstanding under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall be converted into a Term C Loan under this Agreement from and after the Restatement Effective Date and such Term C Loans shall, for the avoidance of doubt, have an aggregate principal amount of $1,410,416,342.81 as of the Restatement Effective Date. Term C Loans that were Eurodollar Eurocurrency Term Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Eurocurrency Term Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche Eurocurrency Term Loan under the Existing Credit Agreement (and with the same Eurodollar Rate)Agreement. Term C Loans that were ABR Term Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Term Loans under this Agreement. The Term C Loans may from time to time be Eurodollar Eurocurrency Term Loans or ABR Term Loans, as determined by the Borrower Company and notified to the Administrative Agent in accordance with Sections 2.2 2.02(A) and 2.102.07.
(dc) Subject to the terms and conditions hereof, the Non-Extended Portion of each Revolving Commitments and the Non-Revolving Loans Facility Commitment outstanding under (and as defined in) the Existing Credit Agreement immediately prior to the Restatement Effective Date shall continue to be outstanding under this Agreement from and after the Restatement Effective Date as Non-Tranche 1 Revolving Commitments Commitments. Subject to the terms and Non-conditions hereof, the Extended Portion of each Revolving Facility Commitment outstanding under (and as defined in) the Existing Credit Agreement immediately prior to the Restatement Effective Date shall continue to be outstanding under this Agreement from and after the Restatement Effective Date, and the Extended Portion of each Revolving Facility Commitment provided as of the Restatement Effective Date pursuant to the Amendment Agreement as a “New Tranche 2 Revolving Commitment” (as defined in the Amendment Agreement) shall be outstanding under this Agreement from and after the Restatement Effective Date, in each case, as Tranche 2 Revolving Commitments. Any Revolving Facility Loans outstanding on the Restatement Effective Date shall initially be Revolving Facility Loans under this Agreement; provided that on and after the Restatement Effective Date, (x) each Tranche 1 Revolving Lender will be deemed to be holding such Revolving Facility Loans as Tranche 1 Revolving Facility Loans and (y) each Tranche 2 Revolving Lender will be deemed to be holding such Revolving Facility Loans as Tranche 2 Revolving Facility Loans. Non-Any Revolving Facility Loans made on or after the Restatement Effective Date shall be allocated to the two Classes of Revolving Facility Loans ratably in accordance with the aggregate Commitments under each Class, and among the Revolving Lenders in each Class ratably in accordance with their respective Revolving Facility Percentages and shall be reallocated on the Tranche 1 Revolving Facility Maturity date in the manner set forth below; provided, however, that there shall be no such reallocation of Revolving Facility Loans in the event the maturity of the Loans has been accelerated prior to the Tranche 1 Revolving Facility Maturity Date. Revolving Facility Loans that were Eurodollar Eurocurrency Revolving Loans of a particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be Eurodollar Eurocurrency Revolving Loans of a Eurodollar Tranche under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such Eurodollar Tranche Eurocurrency Revolving Loans under the Existing Credit Agreement (and with the same Eurodollar Rate) Non-Agreement. Revolving Facility Loans that were ABR Revolving Loans under the Existing Credit Agreement immediately prior to the Restatement Effective Date shall initially be ABR Revolving Loans under this Agreement. The Non-Revolving Facility Loans may from time to time be Eurodollar Eurocurrency Revolving Loans or ABR Revolving Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.02(A) and 2.102.07. On the Tranche 1 Revolving Facility Maturity Date, each Tranche 2 Revolving Lender shall purchase at par from each Tranche 1 Revolving Lender such portions of the Revolving Facility Loans outstanding on the Restatement Effective Date as may be specified by the Administrative Agent so that, immediately following such purchases, all Eurocurrency Revolving Loans and all ABR Revolving Loans shall be held by the Tranche 2 Revolving Lenders on a pro rata basis in accordance with their respective Tranche 2 Revolving Facility Percentages on the Tranche 1 Revolving Facility Maturity Date.
(d) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving loans to the Revolving Borrowers from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (A) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Revolving Facility Commitment of such Class or (B) the Revolving Facility Credit Exposure of any Class exceeding the total Revolving Facility Commitments of such Class, such Revolving Facility Loans to be made in (x) Dollars if to any Revolving Borrower other than a Foreign Subsidiary and (y) in Euros or Dollars, at the election of the Borrower Representative, on behalf of any Borrower, if to any Foreign Revolving Borrower, provided that the aggregate Revolving Facility Credit Exposure with respect to any Revolving Borrower (other than the Company and CALLC) shall not exceed such Revolving Borrower’s Maximum Credit Limit; within the foregoing limits and subject to the terms and conditions set forth herein, the Revolving Borrowers may borrow, prepay and reborrow Revolving Facility Loans.
(e) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans to a CL Borrower (“Revolving Loans”as specified in the related Borrowing Request) to the Borrower in Dollars from time to time during the Revolving Commitment CL Availability Period with respect to in an aggregate amount that will not result in (A) such Lender’s Revolving Commitment in an aggregate principal amount at any one time outstanding which, when added to CL Exposure exceeding such Lender’s Revolving Percentage of the sum of Credit-Linked Commitment or (iB) the L/C Obligations then outstanding with respect to each Letter of Credit and (ii) CL Exposure exceeding the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount Total Credit-Linked Commitment of such Lender’s Revolving Commitment. During Class; within the Revolving Commitment Period for any Revolving Commitment, the Borrower may use such Revolving Commitment by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereof. The Revolving Loans set forth herein, the CL Borrowers may from time to time be Eurodollar Loans or ABR borrow, repay and reborrow CL Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.
Appears in 1 contract
Sources: Credit Agreement (Celanese CORP)