Refinancing Amendment. Subject to the satisfaction of the conditions set forth in Section 6: i. On the Effective Date, (x) each Lender under the Existing Credit Agreement holding Term A Loans or Revolving Credit Commitments (each such Lender, an “Existing TLA/RCF Lender”) that is not a Refinancing Lender shall cease to be a Lender party to the Existing Credit Agreement and (y) all accrued and unpaid interest, fees and other amounts payable, in each case, with respect to the Existing Facilities under the Existing Credit Agreement shall be due and payable on such date for the account of each Existing TLA/RCF Lender; provided that the provisions of Sections 10.04 and 10.05 of the Fifth Amended and Restated Credit Agreement shall continue to inure to the benefit of each Existing TLA/RCF Lender after the Effective Date. ii. Each Refinancing Term A Dollar Lender that holds Existing Term A Dollar Loans hereby severally agrees that an aggregate amount of its Existing Term Dollar Loans equal to the lesser of (x) its Existing Term A Dollar Loans and (y) its Refinancing Term A Dollar Commitments shall be converted into Refinancing Term A Dollar Loans denominated in Dollars (each, a “Converted Term A Dollar Loan”). iii. Each Refinancing Term A Euro Lender that holds Existing Term A Euro Loans hereby severally agrees that an aggregate amount of its Existing Term A Euro Loans equal to the lesser of (x) its Existing Term A Euro Loans and (y) its Refinancing Term A Euro Commitments shall be converted into Refinancing Term A Euro Loans denominated in Euros (each, a “Converted Term A Euro Loan”, and collectively with each Converted Term A Dollar Loan, each a “Converted Term A Loan”). iv. Each Refinancing Term A Dollar Lender severally agrees to make to the U.S. Borrower on the Effective Date one or more Refinancing Term A Dollar Loans (each a “New Term A Dollar Loan”) denominated in Dollars in an aggregate amount equal to the sum of (x) such Refinancing Term A Dollar Lender’s Refinancing Term A Dollar Commitments minus (y) the portion (if any) of such Refinancing Term A Dollar Lender’s Refinancing Term A Dollar Commitments extended in the form of Converted Term A Dollar Loans held by such Refinancing Term A Dollar Lender pursuant to clause (ii) above, which New Term A Dollar Loans shall in the aggregate, together with the Converted Term A Dollar Loans, be deemed to be incurred pursuant to a single Term Borrowing of Refinancing Term A Dollar Loans on the Effective Date. v. Each Refinancing Term A Euro Lender severally agrees to make to the U.S. Borrower on the Effective Date one or more Refinancing Term A Euro Loans (each a “New Term A Euro Loan”, and together with the New Term A Dollar Loans, the “New Term A Loans”) denominated in Euros in an aggregate amount equal to the sum of (x) such Refinancing Term A Euro Lender’s Refinancing Term A Euro Commitments minus (y) the portion (if any) of such Refinancing Term A Euro Lender’s Refinancing Term A Euro Commitments extended in the form of Converted Term A Euro Loans held by such Refinancing Term A Euro Lender pursuant to clause (iii) above, which New Term A Euro Loans shall in the aggregate, together with the Converted Term A Euro Loans, be deemed to be incurred pursuant to a single Term Borrowing of Refinancing Term A Euro Loans on the Effective Date. vi. Each Refinancing U.S. Revolving Credit Lender severally agrees to make U.S. Refinancing Revolving Loans to the Parent Borrower and the U.S. Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Refinancing U.S. Revolving Credit Lender’s U.S. Refinancing Revolving Credit Commitments. vii. Each Refinancing Japanese Revolving Credit Lender severally agrees to make Japanese Refinancing Revolving Loans to the Parent Borrower, the U.S. Borrower and the Japanese Subsidiary Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Refinancing Japanese Revolving Credit Lender’s Japanese Refinancing Revolving Credit Commitments. viii. Each Refinancing Swiss/Multicurrency Revolving Credit Lender severally agrees to make Swiss/Multicurrency Refinancing Revolving Loans to the Parent Borrower, the U.S. Borrower and the Swiss/Multicurrency Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Refinancing Swiss/Multicurrency Revolving Credit Lender’s Swiss/Multicurrency Refinancing Revolving Credit Commitments. ix. Each Refinancing Revolving Credit Lender that holds Existing Revolving Loans hereby severally agrees than an aggregate amount of its Existing Revolving Loans equal to the lesser of (x) its Existing Revolving Loans and (y) its Refinancing Revolving Credit Commitments shall be converted (the “Existing Revolving Loan Conversion”) into Refinancing Revolving Credit Loans (the “Converted Revolving Credit Loans”), and each such Converted Revolving Credit Loan shall be deemed to have been extended as a Refinancing Revolving Credit Loan; provided that each of the Refinancing Revolving Credit Lenders that have Revolving Credit Exposures as of the Effective Date shall assign to each other Refinancing Revolving Credit Lender, and each other Refinancing Revolving Credit Lender shall purchase at par from such Refinancing Revolving Credit Lender, such interests in the Refinancing Revolving Credit Loans outstanding on the Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, and taking into account all Credit Extensions and conversions in respect of the Revolving Credit Facility on the Effective Date, such Revolving Credit Exposures will be held ratably, by tranche, in accordance with their Refinancing Revolving Credit Commitments. All Converted Revolving Credit Loans and other Refinancing Revolving Credit Loans borrowed on the Effective Date shall constitute the same Revolving Credit Borrowing. x. Each of the parties hereto agrees that after giving effect to this Amendment, each Letter of Credit (the “Existing Letters of Credit”) issued under the Existing Credit Agreement and the Existing Revolving Credit Commitments on or prior to the Effective Date shall be deemed to constitute a Letter of Credit issued under the Fifth Amended and Restated Credit Agreement and the Refinancing Revolving Credit Commitments and thereafter shall be governed by the terms of the Fifth Amended and Restated Credit Agreement. xi. The Borrowers shall prepay in full the Existing Term A Loans (other than the Converted Term A Loans) by: a. paying to the Administrative Agent with respect to the Existing Term A Loans (other than the Converted Term A Loans), immediately available funds in an aggregate amount equal to the excess of (1) the sum of the Existing Term A Loan Prepayment Amount (as defined below) for all of the Existing Term A Loans (except to the extent otherwise agreed by any Existing Term A Dollar Lender or Existing Term A Euro Lender) minus (2) the New Term A Lender Funding Amount (as defined below) (such excess, the “Cash Prepayment Amount”); b. directing the Administrative Agent to apply the funds made available to the Administrative Agent from the New Term A Loans made pursuant to clauses (iv) and (v) above (such amount, the “New Term A Lender Funding Amount”), along with the Cash Prepayment Amount to prepay in full the Existing Term A Loans.
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Refinancing Amendment. Subject to the satisfaction Section 2 of this Amendment and Section 2.01(a) of the conditions set forth in Section 6:
i. On the Effective Date, (x) each Lender Credit Agreement shall constitute a “Refinancing Amendment” under the Existing Credit Agreement holding Term A Loans or Revolving Credit Commitments (each such Lender, an Sections shall be collectively referred to herein as the “Existing TLA/RCF Lender2019 Refinancing Amendment”) and the 2019 Refinancing Amendment shall constitute a “Refinancing Loan Request” delivered pursuant to the Existing Credit Agreement. The Initial Loans and Term B-2 Loans shall constitute “Refinanced Debt” under the Existing Credit Agreement. The Consent of each Initial Lender and Term B-2 Lender to convert into Term B-3 Loans and the Additional Term B-3 Commitment shall constitute “Refinancing Commitments” under the Existing Credit Agreement (and the Term B-3 Lenders with respect thereto shall constitute “Refinancing Lenders” under the Existing Credit Agreement), in each case to the extent that is the Term B-3 Loans do not a exceed the principal amount of such Refinanced Debt. The Loan Parties and all Lenders under the Credit Agreement immediately after giving effect to such 2019 Refinancing Lender shall cease to be a Lender party Amendment hereby approve all other amendments to the Existing Credit Agreement contained in this Amendment and (y) all accrued and unpaid interest, fees and other amounts payable, in each case, with respect to the Existing Facilities under the Existing Credit Agreement shall be due and payable on such date for the account of each Existing TLA/RCF Lender; provided that the provisions of Sections 10.04 and 10.05 of the Fifth Amended and Restated Credit Agreement shall continue to inure to the benefit of each Existing TLA/RCF Lender after the Effective Date.
ii. Each Refinancing Term A Dollar Lender that holds Existing Term A Dollar Loans hereby severally agrees that an aggregate amount of its Existing Term Dollar Loans equal to the lesser of (x) its Existing Term A Dollar Loans and (y) its Refinancing Term A Dollar Commitments shall be converted into Refinancing Term A Dollar Loans denominated in Dollars (each, a “Converted Term A Dollar Loan”).
iii. Each Refinancing Term A Euro Lender that holds Existing Term A Euro Loans hereby severally agrees that an aggregate amount of its Existing Term A Euro Loans equal to the lesser of (x) its Existing Term A Euro Loans and (y) its Refinancing Term A Euro Commitments shall be converted into Refinancing Term A Euro Loans denominated in Euros (each, a “Converted Term A Euro Loan”, and collectively with each Converted Term A Dollar Loan, each a “Converted Term A Loan”).
iv. Each Refinancing Term A Dollar Lender severally agrees to make to the U.S. Borrower on the Effective Date one or more Refinancing Term A Dollar Loans (each a “New Term A Dollar Loan”) denominated in Dollars in an aggregate amount equal to the sum of (x) such Refinancing Term A Dollar Lender’s Refinancing Term A Dollar Commitments minus (y) the portion (if any) of such Refinancing Term A Dollar Lender’s Refinancing Term A Dollar Commitments extended in the form of Converted Term A Dollar Loans held by such Refinancing Term A Dollar Lender pursuant to clause (ii) above, which New Term A Dollar Loans shall in the aggregate, together with the Converted Term A Dollar Loans, be deemed to be incurred pursuant to a single Term Borrowing of Refinancing Term A Dollar Loans on the Effective Date.
v. Each Refinancing Term A Euro Lender severally agrees to make to the U.S. Borrower on the Effective Date one or more Refinancing Term A Euro Loans (each a “New Term A Euro Loan”, and together with the New Term A Dollar Loans, the “New Term A Loans”) denominated in Euros in an aggregate amount equal to the sum of (x) such Refinancing Term A Euro Lender’s Refinancing Term A Euro Commitments minus (y) the portion (if any) of such Refinancing Term A Euro Lender’s Refinancing Term A Euro Commitments extended in the form of Converted Term A Euro Loans held by such Refinancing Term A Euro Lender pursuant to clause (iii) above, which New Term A Euro Loans shall in the aggregate, together with the Converted Term A Euro Loans, be deemed to be incurred pursuant to a single Term Borrowing of Refinancing Term A Euro Loans on the Effective Date.
vi. Each Refinancing U.S. Revolving Credit Lender severally agrees to make U.S. Refinancing Revolving Loans to the Parent Borrower and the U.S. Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding approve the amount of such Refinancing U.S. Revolving Credit Lender’s U.S. Refinancing Revolving Credit Commitments.
vii. Each Refinancing Japanese Revolving Credit Lender severally agrees to make Japanese Refinancing Revolving Loans to the Parent Borrower, the U.S. Borrower Additional Term B-3 Commitment and the Japanese Subsidiary Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Refinancing Japanese Revolving Credit Lender’s Japanese Refinancing Revolving Credit Commitments.
viii. Each Refinancing Swiss/Multicurrency Revolving Credit Lender severally agrees to make Swiss/Multicurrency Refinancing Revolving Loans to the Parent Borrower, the U.S. Borrower and the Swiss/Multicurrency Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Refinancing Swiss/Multicurrency Revolving Credit Lender’s Swiss/Multicurrency Refinancing Revolving Credit Commitments.
ix. Each Refinancing Revolving Credit Lender that holds Existing Revolving Loans hereby severally agrees than an aggregate amount of its Existing Revolving Loans equal to the lesser of (x) its Existing Revolving Term B-3 Loans and (y) its Refinancing Revolving Credit Commitments shall be converted (the “Existing Revolving Loan Conversion”) into Refinancing Revolving Credit Loans (the “Converted Revolving Credit Loans”), hereby agree that any and each such Converted Revolving Credit Loan shall be deemed to have been extended as a Refinancing Revolving Credit Loan; provided that each all requirements of the Refinancing Revolving Credit Lenders that have Revolving Credit Exposures as Section 2.15 of the Effective Date shall assign to each other Refinancing Revolving Credit Lender, and each other Refinancing Revolving Credit Lender shall purchase at par from such Refinancing Revolving Credit Lender, such interests in the Refinancing Revolving Credit Loans outstanding on the Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, and taking into account all Credit Extensions and conversions in respect of the Revolving Credit Facility on the Effective Date, such Revolving Credit Exposures will be held ratably, by tranche, in accordance with their Refinancing Revolving Credit Commitments. All Converted Revolving Credit Loans and other Refinancing Revolving Credit Loans borrowed on the Effective Date shall constitute the same Revolving Credit Borrowing.
x. Each of the parties hereto agrees that after giving effect to this Amendment, each Letter of Credit (the “Existing Letters of Credit”) issued under the Existing Credit Agreement and the Credit Agreement, solely as such Section 2.15 of either the Existing Revolving Credit Commitments on Agreement or prior the Credit Agreement relate to the Effective Date shall be deemed to constitute a Letter of Credit issued under the Fifth Amended establishment and Restated Credit Agreement and the Refinancing Revolving Credit Commitments and thereafter shall be governed by the terms incurrence of the Fifth Amended and Restated Credit AgreementTerm B-3 Loans on the Amendment No. 2 Effective Date, shall have been satisfied.
xi. The Borrowers shall prepay in full the Existing Term A Loans (other than the Converted Term A Loans) by:
a. paying to the Administrative Agent with respect to the Existing Term A Loans (other than the Converted Term A Loans), immediately available funds in an aggregate amount equal to the excess of (1) the sum of the Existing Term A Loan Prepayment Amount (as defined below) for all of the Existing Term A Loans (except to the extent otherwise agreed by any Existing Term A Dollar Lender or Existing Term A Euro Lender) minus (2) the New Term A Lender Funding Amount (as defined below) (such excess, the “Cash Prepayment Amount”);
b. directing the Administrative Agent to apply the funds made available to the Administrative Agent from the New Term A Loans made pursuant to clauses (iv) and (v) above (such amount, the “New Term A Lender Funding Amount”), along with the Cash Prepayment Amount to prepay in full the Existing Term A Loans.
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Refinancing Amendment. Subject (a) This Section 2 hereto constitutes a “Refinancing Amendment” pursuant to which each 2024 Term B Lender commits to make, severally but not jointly, to the satisfaction Borrower Other Term Loans (the “2024 Term B Loans”) on the Effective Date in a principal amount equal to the amount set forth opposite such 2024 Term B Lender’s name under the heading “2024 Term B Loans” on Schedule 1 hereto (the “2024 Term B Commitment”). The aggregate principal amount of the conditions set forth 2024 Term B Commitment of the 2024 Term B Lenders as of the date of this Amendment is $583,500,000. Unless previously terminated, the 2024 Term B Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the 2024 Term B Loans.
(b) 2024 Term B Loans borrowed under this Section 2 and repaid or prepaid may not be reborrowed. 2024 Term B Loans may be ABR Loans or Term Benchmark Loans, as further provided in Section 6:the Amended Credit Agreement.
i. On (c) The Borrower shall use the proceeds of the 2024 Term B Loans to prepay, on the Effective Date, (x) each Lender under $583,500,000 of the outstanding principal amount of the Existing Credit Agreement Term B Loans.
(d) Each Existing Term B Lender holding Existing Term A B Loans may elect for a “cashless conversion” of 100% (or Revolving Credit Commitments (each such Lender, an “lesser amount as may be notified to such Existing TLA/RCF Lender”) that is not a Refinancing Term Lender shall cease to be a Lender party by the Administrative Agent prior to the Effective Date) of its Existing Credit Agreement Term B Loans into 2024 Term B Loans in the same principal amount by indicating such election for a cashless settlement option on its signature page hereto (such electing Existing Term B Lenders, the “Converting Term Loan Lenders”). It is understood and agreed that (yi) simultaneously with the deemed making of 2024 Term B Loans by each Converting Term Loan Lender and the payment to such Converting Term Loan Lender by the Borrower of all accrued and unpaid interest, fees and other amounts payable, in each case, with respect to of the Existing Facilities under Term B Loans in respect of such Converted Term Loan Amount (as defined below), such elected amount (or such lesser amount as may be notified to such Converting Term Loan Lender by the Existing Credit Agreement shall be due and payable on such date for the account of each Existing TLA/RCF Lender; provided that the provisions of Sections 10.04 and 10.05 of the Fifth Amended and Restated Credit Agreement shall continue Administrative Agent prior to inure to the benefit of each Existing TLA/RCF Lender after the Effective Date.
ii. Each Refinancing Term A Dollar Lender that holds ) of the Existing Term A Dollar Loans hereby severally agrees that an aggregate amount of its Existing Term Dollar Loans equal to the lesser of (x) its Existing Term A Dollar Loans and (y) its Refinancing Term A Dollar Commitments shall be converted into Refinancing Term A Dollar Loans denominated in Dollars (each, a “Converted Term A Dollar Loan”).
iii. Each Refinancing Term A Euro Lender that holds Existing Term A Euro Loans hereby severally agrees that an aggregate amount of its Existing Term A Euro Loans equal to the lesser of (x) its Existing Term A Euro Loans and (y) its Refinancing Term A Euro Commitments shall be converted into Refinancing Term A Euro Loans denominated in Euros (each, a “Converted Term A Euro Loan”, and collectively with each Converted Term A Dollar Loan, each a “Converted Term A Loan”).
iv. Each Refinancing Term A Dollar Lender severally agrees to make to the U.S. Borrower on the Effective Date one or more Refinancing Term A Dollar Loans (each a “New Term A Dollar Loan”) denominated in Dollars in an aggregate amount equal to the sum of (x) such Refinancing Term A Dollar Lender’s Refinancing Term A Dollar Commitments minus (y) the portion (if any) of such Refinancing Term A Dollar Lender’s Refinancing Term A Dollar Commitments extended in the form of Converted Term A Dollar B Loans held by such Refinancing Converting Term A Dollar Loan Lender pursuant to clause (ii) above, which New Term A Dollar Loans shall in the aggregate, together with the “Converted Term A Dollar Loans, Loan Amount”) shall be deemed to be incurred pursuant to a single extinguished, repaid and no longer outstanding and such Converting Term Borrowing of Refinancing Loan Lender shall thereafter hold 2024 Term A Dollar B Loans on the Effective Date.
v. Each Refinancing Term A Euro Lender severally agrees to make to the U.S. Borrower on the Effective Date one or more Refinancing Term A Euro Loans (each a “New Term A Euro Loan”, and together with the New Term A Dollar Loans, the “New Term A Loans”) denominated in Euros in an aggregate amount equal to the sum of (x) such Refinancing Term A Euro Lender’s Refinancing Term A Euro Commitments minus (y) the portion (if any) of such Refinancing Term A Euro Lender’s Refinancing Term A Euro Commitments extended in the form of Converted Term A Euro Loans held by such Refinancing Term A Euro Lender pursuant to clause (iii) above, which New Term A Euro Loans shall in the aggregate, together with the Converted Term A Euro Loans, be deemed to be incurred pursuant to a single Term Borrowing of Refinancing Term A Euro Loans on the Effective Date.
vi. Each Refinancing U.S. Revolving Credit Lender severally agrees to make U.S. Refinancing Revolving Loans to the Parent Borrower and the U.S. Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount not equal to exceed at any time outstanding the amount of such Refinancing U.S. Revolving Credit Converting Term Loan Lender’s U.S. Refinancing Revolving Credit Commitments.
vii. Each Refinancing Japanese Revolving Credit Converted Term Loan Amount, (ii) no Converting Term Loan Lender severally agrees shall receive any repayment being made to make Japanese Refinancing Revolving other Existing Term B Lenders holding Existing Term B Loans from the proceeds of the 2024 Term B Loans to the Parent Borrower, the U.S. Borrower extent of such Converting Term Loan Lender’s Converted Term Loan Amount and the Japanese Subsidiary Borrower from time (iii) any 2024 Term B Loan held by a Converting Term Loan Lender that is not so allocated to time, such Converting Term Loan Lender as a Converted Term Loan Amount shall be repaid in full on any Business Day during the period from and including the Effective Date until the Maturity Date, together with all accrued and unpaid amounts owing to such Converting Term Loan Lender (in its capacity as an aggregate principal amount not to exceed at any time outstanding the amount Existing Term Lender) in respect of such Refinancing Japanese Revolving Credit Lender’s Japanese Refinancing Revolving Credit Commitmentsamount.
viii. (e) Each Refinancing Swiss/Multicurrency Revolving Credit Existing Term B Lender severally agrees to make Swiss/Multicurrency Refinancing Revolving Loans that either (i) becomes a party to the Parent Borrower, the U.S. Borrower and the Swiss/Multicurrency Borrower Amended Credit Agreement by purchasing 2024 Term B Loans from time to time, a 2024 Term B Lender (other than a Converting Term Loan Lender) on any Business Day during the period from and including or after the Effective Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Refinancing Swiss/Multicurrency Revolving Credit Lender’s Swiss/Multicurrency Refinancing Revolving Credit Commitments.
ix. Each Refinancing Revolving Credit or (ii) is a Converting Term Loan Lender that holds Existing Revolving Loans hereby severally agrees than an aggregate amount of its Existing Revolving Loans equal to the lesser of (x) its Existing Revolving Loans and (y) its Refinancing Revolving Credit Commitments shall be converted (the “Existing Revolving Loan Conversion”) into Refinancing Revolving Credit Loans (the “Converted Revolving Credit Loans”), and each such Converted Revolving Credit Loan shall be deemed to have been extended as a Refinancing Revolving Credit Loan; provided that each waive any payment of any amounts due to such Existing Term B Lender pursuant to Section 3.05 of the Refinancing Revolving Existing Credit Lenders that have Revolving Credit Exposures as of the Effective Date shall assign to each other Refinancing Revolving Credit Lender, and each other Refinancing Revolving Credit Lender shall purchase at par from such Refinancing Revolving Credit Lender, such interests in the Refinancing Revolving Credit Loans outstanding on the Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, and taking into account all Credit Extensions and conversions Agreement in respect of the Revolving Credit Facility on the Effective Date, such Revolving Credit Exposures will be held ratably, by tranche, transactions set forth in accordance with their Refinancing Revolving Credit Commitments. All Converted Revolving Credit Loans and other Refinancing Revolving Credit Loans borrowed on the Effective Date shall constitute the same Revolving Credit Borrowingthis Section 2.
x. Each of the parties hereto agrees that after giving effect to this Amendment, each Letter of Credit (the “Existing Letters of Credit”) issued under the Existing Credit Agreement and the Existing Revolving Credit Commitments on or prior to the Effective Date shall be deemed to constitute a Letter of Credit issued under the Fifth Amended and Restated Credit Agreement and the Refinancing Revolving Credit Commitments and thereafter shall be governed by the terms of the Fifth Amended and Restated Credit Agreement.
xi. The Borrowers shall prepay in full the Existing Term A Loans (other than the Converted Term A Loans) by:
a. paying to the Administrative Agent with respect to the Existing Term A Loans (other than the Converted Term A Loans), immediately available funds in an aggregate amount equal to the excess of (1) the sum of the Existing Term A Loan Prepayment Amount (as defined below) for all of the Existing Term A Loans (except to the extent otherwise agreed by any Existing Term A Dollar Lender or Existing Term A Euro Lender) minus (2) the New Term A Lender Funding Amount (as defined below) (such excess, the “Cash Prepayment Amount”);
b. directing the Administrative Agent to apply the funds made available to the Administrative Agent from the New Term A Loans made pursuant to clauses (iv) and (v) above (such amount, the “New Term A Lender Funding Amount”), along with the Cash Prepayment Amount to prepay in full the Existing Term A Loans.
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Sources: Credit Agreement (Bright Horizons Family Solutions Inc.)
Refinancing Amendment. Subject (a) On the Amendment Effective Date (as defined below), subject solely to the satisfaction (or waiver) of the conditions set forth in Section 64 hereof:
i. On (i) the Effective Date, (x) each Lender under the Existing Credit Agreement holding Person that has executed this Amendment as a “2025 Term A Loans or Revolving Credit Commitments Loan Refinancing Lender” (each such Lender, an the “Existing TLA/RCF 2025 Term A Loan Refinancing Lender”) that is not a Refinancing Lender shall cease to be a Lender party to the Existing Credit Agreement and (y) all accrued and unpaid interest, fees and other amounts payable, in each case, with respect to the Existing Facilities under the Existing Credit Agreement shall be due and payable on such date for the account of each Existing TLA/RCF Lender; provided that the provisions of Sections 10.04 and 10.05 of the Fifth Amended and Restated Credit Agreement shall continue to inure to the benefit of each Existing TLA/RCF Lender after the Effective Date.
ii. Each Refinancing Term A Dollar Lender that holds Existing Term A Dollar Loans hereby severally agrees that an aggregate amount of its Existing Term Dollar Loans equal to the lesser of (x) its Existing Term A Dollar Loans and (y) its Refinancing Term A Dollar Commitments shall be converted into Refinancing Term A Dollar Loans denominated in Dollars (each, a “Converted Term A Dollar Loan”).
iii. Each Refinancing Term A Euro Lender that holds Existing Term A Euro Loans hereby severally agrees that an aggregate amount of its Existing Term A Euro Loans equal to the lesser of (x) its Existing Term A Euro Loans and (y) its Refinancing Term A Euro Commitments shall be converted into Refinancing Term A Euro Loans denominated in Euros (each, a “Converted Term A Euro Loan”, and collectively with each Converted Term A Dollar Loan, each a “Converted Term A Loan”).
iv. Each Refinancing Term A Dollar Lender severally agrees to make to the U.S. Borrower on the Effective Date one or more Refinancing Term A Dollar Loans (each a “New Term A Dollar Loan”) denominated in Dollars in an aggregate amount equal to the sum of (x) such Refinancing Term A Dollar Lender’s Refinancing Term A Dollar Commitments minus (y) the portion (if any) of such Refinancing Term A Dollar Lender’s Refinancing Term A Dollar Commitments extended in the form of Converted Term A Dollar Loans held by such Refinancing Term A Dollar Lender pursuant to clause (ii) above, which New Term A Dollar Loans shall in the aggregate, together with the Converted Term A Dollar Loans, be deemed to be incurred pursuant to a single Term Borrowing of Refinancing Term A Dollar Loans on the Effective Date.
v. Each Refinancing Term A Euro Lender severally agrees to make to the U.S. Borrower on the Effective Date one or more Refinancing Term A Euro Loans (each a “New Term A Euro Loan”, and together with the New Term A Dollar Loans, the “New 2025 Refinancing Term A Loans”) denominated in Euros in an aggregate amount equal to the sum of (x) such Refinancing Term A Euro Lender’s Refinancing Term A Euro Commitments minus (y) the portion (if any) of such Refinancing Term A Euro Lender’s Refinancing Term A Euro Commitments extended Borrower in the form aggregate principal amount of Converted Term A Euro Loans held by such Refinancing Term A Euro Lender pursuant to clause (iii) above, which New Term A Euro Loans shall $300,000,000 as set forth in the aggregateCredit Agreement; and
(ii) each Person that has executed this Amendment as a “2025 Revolving Lender” (the “2025 Revolving Lenders” and, together with the Converted 2025 Term A Euro Loan Refinancing Lender, the “2025 Lenders”) agrees to provide Refinancing Revolving Commitments (the “2025 Revolving Commitments”; the loans provided under the 2025 Revolving Commitments, the “2025 Revolving Loans” and, be deemed to be incurred pursuant to a single Term Borrowing of together with the 2025 Refinancing Term A Euro Loans on Loans, the Effective Date.
vi. Each Refinancing U.S. Revolving Credit Lender severally agrees to make U.S. Refinancing Revolving Loans “2025 Loans”) to the Parent Borrower and the U.S. Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount not equal to exceed at any time outstanding $450,000,000 as set forth in the amount of such Refinancing U.S. Revolving Credit Lender’s U.S. Refinancing Revolving Credit CommitmentsAgreement.
vii. Each Refinancing Japanese Revolving Credit Lender severally agrees to make Japanese Refinancing Revolving Loans to the Parent Borrower, the U.S. Borrower (b) It is understood and the Japanese Subsidiary Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Refinancing Japanese Revolving Credit Lender’s Japanese Refinancing Revolving Credit Commitments.
viii. Each Refinancing Swiss/Multicurrency Revolving Credit Lender severally agrees to make Swiss/Multicurrency Refinancing Revolving Loans to the Parent Borrower, the U.S. Borrower and the Swiss/Multicurrency Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Refinancing Swiss/Multicurrency Revolving Credit Lender’s Swiss/Multicurrency Refinancing Revolving Credit Commitments.
ix. Each Refinancing Revolving Credit Lender agreed that holds Existing Revolving Loans hereby severally agrees than an aggregate amount of its Existing Revolving Loans equal to the lesser of (xi) its Existing Revolving Loans and (y) its Refinancing Revolving Credit Commitments shall be converted (the “Existing Revolving Loan Conversion”) into Refinancing Revolving Credit Loans (the “Converted Revolving Credit Loans”), and each such Converted Revolving Credit Loan shall be deemed to have been extended as a Refinancing Revolving Credit Loan; provided that each of the Refinancing Revolving Credit Lenders that have Revolving Credit Exposures as of the Effective Date shall assign to each other Refinancing Revolving Credit Lender, and each other Refinancing Revolving Credit Lender shall purchase at par from such Refinancing Revolving Credit Lender, such interests in the Refinancing Revolving Credit Loans outstanding on the Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, and taking into account all Credit Extensions and conversions in respect of the Revolving Credit Facility on the Effective Date, such Revolving Credit Exposures will be held ratably, by tranche, in accordance with their Refinancing Revolving Credit Commitments. All Converted Revolving Credit Loans and other Refinancing Revolving Credit Loans borrowed on the Effective Date shall constitute the same Revolving Credit Borrowing.
x. Each of the parties hereto agrees that after giving effect to this Amendment, each Letter of Credit (the “Existing Letters of Credit”) issued under the Existing Credit Agreement and the Existing Revolving Credit Commitments on or prior to the Effective Date Amendment shall be deemed to constitute a Letter of Credit issued under the Fifth Amended and Restated Credit Agreement and the “Refinancing Revolving Credit Commitments and thereafter shall be governed by the terms of the Fifth Amended and Restated Credit Agreement.
xi. The Borrowers shall prepay Amendment” as set forth in full the Existing Term A Loans (other than the Converted Term A Loans) by:
a. paying to the Administrative Agent with respect to the Existing Term A Loans (other than the Converted Term A Loans), immediately available funds in an aggregate amount equal to the excess of (1) the sum Section 2.14 of the Existing Term A Loan Prepayment Amount Credit Agreement, (as defined below) for all of the Existing Term A Loans (except to the extent otherwise agreed by any Existing Term A Dollar Lender or Existing Term A Euro Lender) minus (2ii) the New Term A Lender Funding Amount (as defined below) (such excess, the “Cash Prepayment Amount”);
b. directing the Administrative Agent to apply the funds made available to the Administrative Agent from the New 2025 Refinancing Term A Loans made pursuant to clauses this Amendment shall be deemed to constitute “Credit Agreement Refinancing Debt” for all purposes of the Existing Credit Agreement and “Term Loans” for purposes of the Credit Agreement, (iii) the 2025 Revolving Commitments shall constitute “Credit Agreement Refinancing Debt” for all purposes of the Existing Credit Agreement and “Revolving Commitments” for purposes of the Credit Agreement and (iv) each 2025 Lender shall be bound by the provisions of the Credit Agreement as a “Lender”, and, as applicable, (A) the 2025 Term A Loan Refinancing Lender under the Amendment shall be a “Term A Lender” holding Term A Loans and (vB) above (such amounteach 2025 Revolving Lender under the Amendment shall be a “Revolving Lender” holding Revolving Loans and Revolving Commitments, in each case, under the “New Term A Lender Funding Amount”), along with the Cash Prepayment Amount to prepay in full the Existing Term A LoansCredit Agreement.
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Refinancing Amendment. Subject to the satisfaction Section 2 of this Amendment and Section 2.01(a) of the conditions set forth in Section 6:
i. On the Effective Date, (x) each Lender Credit Agreement shall constitute a “Refinancing Amendment” under the Existing Credit Agreement holding Term A Loans or Revolving Credit Commitments (each such Lender, an Sections shall be collectively referred to herein as the “Existing TLA/RCF Lender2019 Refinancing Amendment”) and the 2019 Refinancing Amendment shall constitute a “Refinancing Loan Request” delivered pursuant to the Existing Credit Agreement. The Term B Loans and Term B-2 Loans shall constitute “Refinanced Debt” under the Existing Credit Agreement. The Consent of each Term B Lender and Term B-2 Lender to convert into Term B-3 Loans and the Additional Term B-3 Commitment shall constitute “Refinancing Commitments” under the Existing Credit Agreement (and the Term B-3 Lenders with respect thereto shall constitute “Refinancing Lenders” under the Existing Credit Agreement), in each case to the extent that is the Term B-3 Loans do not a exceed the principal amount of such Refinanced Debt. The Loan Parties and all Lenders under the Credit Agreement immediately after giving effect to such 2019 Refinancing Lender shall cease to be a Lender party Amendment hereby approve all other amendments to the Existing Credit Agreement and contained in this Amendment (y) all accrued and unpaid interest, fees and other amounts payable, in each case, with respect to the Existing Facilities under the Existing Credit Agreement shall be due and payable on such date for the account of each Existing TLA/RCF Lender; provided that the provisions of Sections 10.04 and 10.05 of the Fifth Amended and Restated Credit Agreement shall continue to inure to the benefit of each Existing TLA/RCF Lender after the Effective Date.
ii. Each Refinancing Term A Dollar Lender that holds Existing Term A Dollar Loans hereby severally agrees that an aggregate amount of its Existing Term Dollar Loans equal to the lesser of (x) its Existing Term A Dollar Loans and (y) its Refinancing Term A Dollar Commitments shall be converted into Refinancing Term A Dollar Loans denominated in Dollars (each, a “Converted Term A Dollar Loan”).
iii. Each Refinancing Term A Euro Lender that holds Existing Term A Euro Loans hereby severally agrees that an aggregate amount of its Existing Term A Euro Loans equal to the lesser of (x) its Existing Term A Euro Loans and (y) its Refinancing Term A Euro Commitments shall be converted into Refinancing Term A Euro Loans denominated in Euros (each, a “Converted Term A Euro Loan”, and collectively with each Converted Term A Dollar Loan, each a “Converted Term A Loan”).
iv. Each Refinancing Term A Dollar Lender severally agrees to make to the U.S. Borrower on the Effective Date one or more Refinancing Term A Dollar Loans (each a “New Term A Dollar Loan”) denominated in Dollars in an aggregate amount equal to the sum of (x) such Refinancing Term A Dollar Lender’s Refinancing Term A Dollar Commitments minus (y) the portion (if any) of such Refinancing Term A Dollar Lender’s Refinancing Term A Dollar Commitments extended in the form of Converted Term A Dollar Loans held by such Refinancing Term A Dollar Lender pursuant to clause (ii) above, which New Term A Dollar Loans shall in the aggregate, together with the Converted Term A Dollar Loans, be deemed to be incurred pursuant to a single Term Borrowing of Refinancing Term A Dollar Loans on the Effective Date.
v. Each Refinancing Term A Euro Lender severally agrees to make to the U.S. Borrower on the Effective Date one or more Refinancing Term A Euro Loans (each a “New Term A Euro Loan”, and together with the New Term A Dollar Loans, the “New Term A Loans”) denominated in Euros in an aggregate amount equal to the sum of (x) such Refinancing Term A Euro Lender’s Refinancing Term A Euro Commitments minus (y) the portion (if any) of such Refinancing Term A Euro Lender’s Refinancing Term A Euro Commitments extended in the form of Converted Term A Euro Loans held by such Refinancing Term A Euro Lender pursuant to clause (iii) above, which New Term A Euro Loans shall in the aggregate, together with the Converted Term A Euro Loans, be deemed to be incurred pursuant to a single Term Borrowing of Refinancing Term A Euro Loans on the Effective Date.
vi. Each Refinancing U.S. Revolving Credit Lender severally agrees to make U.S. Refinancing Revolving Loans to the Parent Borrower and the U.S. Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Refinancing U.S. Revolving Credit Lender’s U.S. Refinancing Revolving Credit Commitments.
vii. Each Refinancing Japanese Revolving Credit Lender severally agrees to make Japanese Refinancing Revolving Loans to the Parent Borrower, the U.S. Borrower amendment and the Japanese Subsidiary Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Refinancing Japanese Revolving Credit Lender’s Japanese Refinancing Revolving Credit Commitments.
viii. Each Refinancing Swiss/Multicurrency Revolving Credit Lender severally agrees to make Swiss/Multicurrency Refinancing Revolving Loans to the Parent Borrower, the U.S. Borrower and the Swiss/Multicurrency Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Refinancing Swiss/Multicurrency Revolving Credit Lender’s Swiss/Multicurrency Refinancing Revolving Credit Commitments.
ix. Each Refinancing Revolving Credit Lender that holds Existing Revolving Loans hereby severally agrees than an aggregate amount of its Existing Revolving Loans equal to the lesser of (x) its Existing Revolving Loans and (y) its Refinancing Revolving Credit Commitments shall be converted (the “Existing Revolving Loan Conversion”) into Refinancing Revolving Credit Loans (the “Converted Revolving Credit Loans”), and each such Converted Revolving Credit Loan shall be deemed to have been extended as a Refinancing Revolving Credit Loan; provided that each of the Refinancing Revolving Credit Lenders that have Revolving Credit Exposures as of the Effective Date shall assign to each other Refinancing Revolving Credit Lender, and each other Refinancing Revolving Credit Lender shall purchase at par from such Refinancing Revolving Credit Lender, such interests in the Refinancing Revolving Credit Loans outstanding on the Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, and taking into account all Credit Extensions and conversions in respect restatement of the Revolving Credit Facility on Commitments contained herein) and the Effective Date, such Credit Agreement and hereby approve the amount of the Additional Term B-3 Commitment (and the aggregate amount of the Revolving Credit Exposures will be held ratably, by tranche, in accordance with their Refinancing Revolving Credit Commitments. All Converted Revolving Credit Commitments set forth on Schedule II hereto) and the Term B-3 Loans and other Refinancing Revolving Credit Loans borrowed on the Effective Date shall constitute the same Revolving Credit Borrowing.
x. Each hereby agree that any and all requirements of the parties hereto agrees that after giving effect to this Amendment, each Letter Section 2.15 of Credit (the “Existing Letters of Credit”) issued under the Existing Credit Agreement and the Credit Agreement, solely as such Section 2.15 of either the Existing Revolving Credit Commitments on Agreement or prior the Credit Agreement relate to the Effective Date shall be deemed to constitute a Letter of Credit issued under the Fifth Amended establishment and Restated Credit Agreement and the Refinancing Revolving Credit Commitments and thereafter shall be governed by the terms incurrence of the Fifth Amended and Restated Credit AgreementTerm B-3 Loans on the Amendment No. 3 Effective Date, shall have been satisfied.
xi. The Borrowers shall prepay in full the Existing Term A Loans (other than the Converted Term A Loans) by:
a. paying to the Administrative Agent with respect to the Existing Term A Loans (other than the Converted Term A Loans), immediately available funds in an aggregate amount equal to the excess of (1) the sum of the Existing Term A Loan Prepayment Amount (as defined below) for all of the Existing Term A Loans (except to the extent otherwise agreed by any Existing Term A Dollar Lender or Existing Term A Euro Lender) minus (2) the New Term A Lender Funding Amount (as defined below) (such excess, the “Cash Prepayment Amount”);
b. directing the Administrative Agent to apply the funds made available to the Administrative Agent from the New Term A Loans made pursuant to clauses (iv) and (v) above (such amount, the “New Term A Lender Funding Amount”), along with the Cash Prepayment Amount to prepay in full the Existing Term A Loans.
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