Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. (b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 5 contracts
Sources: Third Incremental Term Facility Amendment (Sabre Corp), Revolving Facility Refinancing Amendment (Sabre Corp), Credit Agreement (Sabre Corp)
Refinancing Amendments. (a) At The Borrowers’ Agent may, at any time or from time to time after the Closing Date, by notice to the Borrower may obtainAgent (a “Refinancing Loan Request”), from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of request (i) all the establishment of one or any portion more new classes of the Term Loans then outstanding term loans under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other such new class, “Refinancing Term LoansCommitments”) or (ii) all the establishment of one or any portion more new classes of the Revolving Credit Loans (or unused Revolving Credit Commitments) revolving commitments under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other such new class, “Refinancing Revolving Credit Loans Commitments” and Other Revolving Credit collectively with any Refinancing Term Commitments, “Refinancing Commitments”), in each case, established in exchange for, or to replace, repurchase, retire or refinance, in whole or in part, as selected by the form Borrowers’ Agent, any one or more then-existing class or classes of either Loans or Commitments (with respect to a particular Refinancing Commitment or Refinancing Loan, such existing Loans or Commitments, “Refinanced Debt”), whereupon the Agent shall promptly deliver a copy of each such notice to each of the Lenders holding such proposed Refinanced Debt.
(b) Any Refinancing Term Loans made pursuant to Refinancing Term Commitments or any Refinancing Revolving Commitments made on a Refinancing Closing Date shall be designated a separate class of Refinancing Term Loans or Refinancing Revolving Commitments, as applicable, for all purposes of this Agreement. On any Refinancing Closing Date on which any Refinancing Term Commitments of any class are effected, subject to the satisfaction of the terms and conditions in this Section 2.7, (i) each Refinancing Term Lender of such class shall make a term loan, severally, but not jointly or jointly and severally with the other Refinancing Term Lenders, to the applicable Borrowers (a “Refinancing Term Loan”) in an amount equal to its Refinancing Term Commitment of such class and (ii) each Refinancing Term Lender of such class shall become a Lender hereunder with respect to the Refinancing Term Commitment of such class and the Refinancing Term Loans of such class made pursuant thereto. On any Refinancing Closing Date on which any Refinancing Revolving Commitments of any class are effected, subject to the satisfaction of the terms and conditions in this Section 2.7, (x) Other each Refinancing Revolving Lender of such class shall make its Refinancing Revolving Commitment available to the applicable Borrowers (when borrowed, a “Refinancing Revolving Loan” and collectively with any Refinancing Term Loan, a “Refinancing Loan”) and (y) each Refinancing Revolving Lender of such class shall become a Lender hereunder with respect to the Refinancing Revolving Commitment of such class and the Refinancing Revolving Loans of such class made pursuant thereto.
(c) Each Refinancing Loan Request from the Borrowers’ Agent pursuant to this Section 2.7 shall set forth the requested amount and proposed terms of the relevant Refinancing Term Loans or Other Refinancing Revolving Commitments and identify the proposed Refinanced Debt with respect thereto. Refinancing Term Loans may be made, and Refinancing Revolving Commitments may be provided by any existing Lender (but no existing Lender will have an obligation to make any Refinancing Commitment, nor will the Borrowers have any obligation to approach any existing Lender to provide any Refinancing Commitment) or by any additional Lender (y) Other each such Additional Lender providing such Refinancing Commitment or Refinancing Term Loan, a “Refinancing Revolving Credit Loans Lender” or Other Revolving Credit Commitments “Refinancing Term Lender”, as applicable, and, in each casecollectively, pursuant to a “Refinancing AmendmentLenders”); provided that the Agent shall have consented (not to be unreasonably conditioned, withheld or delayed) to such Credit Agreement Lender’s or Additional Lender’s making such Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Term Loans or Other providing such Refinancing Revolving Commitments to the extent such consent, if any, would be required under Section 12.2 for an assignment of Loans or Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitmentsas applicable, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Additional Lender.
(d) The effectiveness of any Refinancing Amendment Amendment, and the Refinancing Commitments thereunder, shall be subject to the satisfaction on the date thereof (a “Refinancing Closing Date”) of each of the following conditions, together with any other conditions set forth in the Refinancing Amendment:
(i) after giving effect to such Refinancing Commitments, the conditions of Sections 9.2(a)(i) and 9.2(a)(ii) shall be satisfied (it being understood that all references to “the date of such extension of credit” or similar language in such Section 4.02 and, 9.2(a) shall be deemed to refer to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the applicable Refinancing Closing Date under Section 4.01 Date);
(other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement ii) each Refinancing Indebtedness incurred under this Section 2.15 Commitment shall be in an aggregate principal amount that is (x) not less than $25,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 and not in an increment of $1,000,000 if such amount is equal to (x) the entire outstanding principal amount of Refinanced Debt that is in the form of term loans or (y) the entire outstanding principal amount of Refinanced Debt (or commitments) that is in the form of Revolving Credit Commitments); and
(iii) the principal amount (or accreted value, if applicable) of such Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Refinanced Debt (plus the amount of unpaid accrued or capitalized interest and premiums thereon (including make-whole premiums, prepayment premiums, tender premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge), underwriting discounts, original issue discount, defeasance costs, fees (including upfront fees), commissions and expenses).
(e) The terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, of any class shall be as agreed between the Borrowers, the applicable Refinancing Lenders providing such Refinancing Commitments and the Agent (in the case of Other the Agent, only with respect to terms and provisions not otherwise specified in this Section 2.7 that adversely affect the rights or obligations of the Agent), and except as otherwise set forth herein, to the extent not substantially identical to any class of term loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Closing Date, shall be consistent with clauses (i) or (ii) below, as applicable, and otherwise shall be (taken as a whole) not materially more favorable (as reasonably determined by the Borrowers’ Agent and conclusively evidenced by a certificate of the Company) to the Refinancing Lenders than those applicable to such class (taken as a whole) being refinanced (except for (1) covenants or other provisions applicable only to periods after the maturity date (as of the applicable Refinancing Closing Date) of such class being refinanced, (2) pricing, fees, rate floors, optional prepayment, redemption terms, amortization or maturity and (3) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant); provided that notwithstanding anything to the contrary herein, if any such terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or $10,000,000 the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, contain a Previously Absent Financial Maintenance Covenant, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each other Loan or Commitment (provided that if (I) the applicable Refinanced Debt includes a revolving tranche and a Refinancing Revolving Commitment is to be provided (whether or not the documentation therefor includes any other facilities) and (II) the applicable Previously Absent Financial Maintenance Covenant is a financial maintenance covenant solely for the benefit of Revolving Loans thereunder, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the benefit of any term loans hereunder). In any event:
(i) the Refinancing Term Loans:
(A) as of the Refinancing Closing Date, shall not have a final scheduled maturity date earlier than the maturity date of the Refinanced Debt,
(B) shall have a weighted average life to maturity not shorter than the remaining weighted average life to maturity of the Refinanced Debt on the date of incurrence of such Refinancing Loans (except by virtue of amortization or prepayment of the Refinanced Debt prior to the time of such incurrence),
(C) shall have an applicable margin and, subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the applicable Borrowers and the applicable Refinancing Term Lenders,
(D) shall not be subject to any guarantee by any person other than an Obligor and shall not include any borrower other than the applicable Borrowers hereunder,
(E) in the case of Other Revolving Credit any Refinancing Term Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment secured on a pari passu basis with any then existing term loans hereunder, may provide for the issuance ability to participate on a pro rata basis, or on a less than pro rata basis (but not on a greater than pro rata basis), in any voluntary or mandatory prepayments of such term loans hereunder, as specified in the applicable Refinancing Amendment, and
(F) (I) shall rank pari passu in right of payment with the Obligations under the then existing Loans, (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrowers or any Restricted Subsidiary not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured and (III) to the extent so secured, shall count against the applicable Borrowing Base as provided herein; and
(ii) the Refinancing Revolving Commitments and Refinancing Revolving Loans:
(A) (I) shall rank pari passu in right of payment with the Obligations and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets of any Borrower or any Guarantor not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured,
(B) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the maturity date with respect to the Refinanced Debt,
(C) shall provide that the borrowing and repayment (except for (I) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (II) repayments required upon the maturity date of the Refinancing Revolving Commitments and repayments to cure Out-of-Formula Conditions, (III) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below) and (IV) repayments from the proceeds of Collateral if the Refinancing Revolving Loans are unsecured or are secured by the Collateral on a basis junior in right or priority with other Obligations) of Loans with respect to Refinancing Revolving Commitments after the associated Refinancing Closing Date shall be made on a pro rata basis with all other applicable Revolving Credit Commitments,
(D) to the extent dealing with Letters of Credit, Credit or Swingline Loans which mature or expire after the provision to the Borrower of Swing Line Loans, Maturity Date (either pursuant to any Other Section 2.6(b) or Section 2.7(g)) when there exists Refinancing Revolving Credit Commitments established therebywith a later maturity date, in each case on terms substantially equivalent to the terms applicable to all Letters of Credit and Swing Line Swingline Loans under shall be participated on a pro rata basis by all applicable Lenders with relevant Revolving Credit Commitments in accordance with their applicable Pro Rata Share existing on the Refinancing Closing Date,
(E) in the case of any Refinancing Revolving Commitments secured on a pari passu basis with the Revolving Credit Commitments. The Administrative Agent , shall promptly notify each Lender as to provide that the effectiveness permanent repayment of each Revolving Loans with respect to, and termination or reduction of, Refinancing Amendment. Each of Revolving Commitments after the parties hereto hereby agrees that, upon the effectiveness of any associated Refinancing Amendment, this Agreement Closing Date shall be deemed amended to the extent made on a pro rata basis, or on a less than (but only to the extent) necessary to reflect the existence not greater than, except that Refinancing Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other termination with other Revolving Credit LoansCommitments, Other other than the Revolving Credit Commitments and/or Other in effect on the Closing Date or that have otherwise agreed to such pro rata treatment) pro rata basis, with all other Revolving Credit Commitments, except that the applicable Borrowers shall be permitted to permanently repay and terminate Commitments in respect of any such class of Revolving Loans on a greater than pro rata basis as compared to any other class of Revolving Loans with a later maturity date than such class or in connection with any refinancing thereof permitted by this Agreement,
(F) shall provide that assignments and participations of Refinancing Revolving Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Loans existing on the Refinancing Closing Date,
(G) shall provide that any Refinancing Revolving Commitments may constitute a separate class or classes, as the case may be, of Commitments from the classes constituting the applicable Revolving Credit Commitments prior to the Refinancing Closing Date; provided at no time shall there be Revolving Credit Commitments hereunder (including Refinancing Revolving Commitments and any original Revolving Credit Commitments) which have more than two different maturity dates unless otherwise agreed to by the Agent,
(H) shall have an Applicable Margin determined by the applicable Borrowers and the applicable Refinancing Revolving Lenders, and
(I) shall not be subject to any guarantee by any person other than an Obligor and shall not include any borrower other than a Borrower hereunder.
(f) Commitments in respect of Refinancing Term Commitments)Loans and Refinancing Revolving Commitments shall become additional Commitments under this Agreement pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the applicable Borrowers, each Refinancing Lender providing such Commitments and the Agent. Any The Refinancing Amendment may, without the consent of any other LendersObligor, agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowerapplicable Borrowers, to effect the provisions of this SectionSection 2.7, including, if applicable, amendments as deemed necessary by the Agent in its reasonable judgment to effect (i) any lien subordination and associated rights of the applicable Lenders to the extent any Refinancing Loans are to rank junior and subordinate in right of security and (ii) that any Previously Absent Financial Maintenance Covenant does not benefit any term loan hereunder. The applicable Borrowers will use the proceeds, if any, of the Refinancing Term Loans and Refinancing Revolving Commitments in exchange for, or to extend, renew, replace, repurchase, retire or refinance, and shall permanently terminate applicable commitments under, substantially concurrently, the applicable Refinanced Debt. In additionthe event any Refinancing Revolving Commitments extend beyond the Maturity Date, if so provided in the relevant any applicable Refinancing Amendment and with may provide that the consent of each L/C Issuer, participations in maturity date for Swingline Loans and/or Letters of Credit expiring on or after may be extended and the Revolving related obligations to make Swingline Loans and issue Letters of Credit Maturity Date may be continued so long as the U.S. Swingline Lender, the Multicurrency Swingline Lenders and/or the applicable Letter of Credit Issuer, as applicable, have consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments required in accordance connection with the terms of any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglyextension).
(bg) This Upon any Refinancing Closing Date on which Refinancing Revolving Commitments are effected through the establishment of a new class of revolving commitments pursuant to this Section 2.15 2.7, (i) if, on such date, there are any applicable Revolving Loans outstanding, such Revolving Loans shall supersede any provisions be prepaid from the proceeds of new Refinancing Revolving Loans under such new class of Refinancing Revolving Commitments in Section 2.13 or Section 11.01 such amounts as shall be necessary in order that, after giving effect to the contrary.such Loans and all such related pr
Appears in 4 contracts
Sources: Credit Agreement (Herc Holdings Inc), Credit Agreement (Herc Holdings Inc), Credit Agreement (Herc Holdings Inc)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) Other Term Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed made pursuant to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Loan Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Other Term Loans (i) will be unsecured or will may rank pari passu or junior (and subordinate) equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (iiii)(A) will have such pricing interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereofthereof and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Other Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (iii) may have optional prepayment terms (xincluding call protection and prepayment terms and premiums) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitmentsas may be agreed between the Borrower and the Lenders thereof, (iv) will have a final maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date ofno earlier than, and will have a Weighted Average Life to Maturity that is not shorter equal to or greater than, the Loans being refinanced (except by virtue of amortization or prepayment of the Loans prior to the time of such refinancing) and (ivv) will have such other terms and conditions (other than pricing, optional prepayment and subordination termsas provided in foregoing clauses (ii) through (iv)) that areare identical in all material respects to, or (taken as a whole, not materially ) are no more favorable restrictive on the Borrower than those applicable to the investors providing Loans being refinanced (provided that such Credit terms shall not be deemed to be “more restrictive” solely as a result of the inclusion in the documentation governing such Other Term Loan Commitments and Other Term Loans of a Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall be given prompt written notice thereof and this Agreement Refinancing Indebtedness than, is amended to include such Previously Absent Financial Maintenance Covenant for the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurredbenefit of each Facility); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness Other Term Loan Commitments and Other Term Loans may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the date in respect of the Class of Loans being refinanced that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, Other Term Loan Commitments and Other Term Loans are incurred or obtained. The effectiveness of Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Refinancing Amendment. In connection with any Refinancing Amendment shall be subject to Amendment, the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andBorrower shall, to the extent if reasonably requested by the Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Term Loans are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 applicable Loan Documents.
(other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). b) Each Class of Credit Agreement Refinancing Indebtedness Other Term Loan Commitments and Other Term Loans incurred under this Section 2.15 2.13 shall be in an aggregate principal amount that is (x) not less than $25,000,000 20,000,000 (or such lesser amount as the Administrative Agent may determine in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsits sole discretion). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Term Loan Commitments and Other Term Loans incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Loan Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.13.
(bc) This Section 2.15 2.13 shall supersede any provisions in Section 2.13 2.10, 2.11 or Section 11.01 10.01 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.13 may be amended with the consent of the Required Lenders. For the avoidance of doubt, no Refinancing Amendment shall effect any amendments that would require the consent of each affected Lender or all Lenders pursuant to the proviso in the first paragraph of Section 10.01, unless each such Lender has, or all such Lenders have, as the case may be, given its or their consent to such amendment. No Lender shall be under any obligation to provide any Other Term Loan Commitment unless such Lender executes a Refinancing Amendment.
Appears in 4 contracts
Sources: Credit Agreement (ATD Corp), Incremental Amendment (American Tire Distributors Holdings, Inc.), Incremental Amendment (ATD Corp)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Loan Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, than the Term Loans being refinanced and refinanced, (iv) subject to clause (ii) above, will have terms and conditions (other than pricingthat are substantially identical to, optional prepayment and subordination terms) that are, taken as a whole, not materially more or less favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt and (except for covenants or other provisions applicable exclusively v) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)prepayment of outstanding Term Loans being so refinanced; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)4.01. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.24 shall be in an aggregate principal amount that is (x) not less than $25,000,000 50,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsthereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.24 shall supersede any provisions in Section 2.13 2.14 or Section 11.01 11.02 to the contrary.
Appears in 4 contracts
Sources: Refinancing Amendment Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)
Refinancing Amendments. (a) At The Borrower may, at any time or from time to time after the Closing Date, by notice to the Borrower may obtainAdministrative Agent (a “Refinancing Loan Request”), from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of request (i) all the establishment of one or any portion more new Classes of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other such new Class, “New Refinancing Term LoansCommitments”) or (ii) all increases to one or any portion more existing Classes of the Revolving Credit Loans (or unused Revolving Credit Commitments) term loans under this Agreement (which for purposes of this clause (ii) will be deemed any such increase to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit an existing Class, collectively with New Refinancing Term Commitments, “Refinancing Term Commitments”), in each case, established in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or in part, as selected by the form Borrower, any one or more of either the existing Class or Classes of Loans or Commitments (xwith respect to a particular Refinancing Term Commitment or Refinancing Term Loan, such existing Loans or Commitments, “Refinanced Debt”), whereupon the Administrative Agent shall promptly deliver a copy of each such notice to each of the Lenders.
(b) Other Any Refinancing Term Loans or Other made pursuant to New Refinancing Term Commitments or may be designated a separate Class of Refinancing Term Loans for all purposes of this Agreement. On any Refinancing Facility Closing Date on which any Refinancing Term Commitments of any Class are effected, subject to the satisfaction of the terms and conditions in this Section 2.15, (yi) Other Revolving Credit each Refinancing Term Lender of such Class shall make a Term Loan to the Borrower (a “Refinancing Term Loan”) in an amount equal to its Refinancing Term Commitment of such Class and (ii) each Refinancing Term Lender of such Class shall become a Lender hereunder with respect to the Refinancing Term Commitment of such Class and the Refinancing Term Loans or Other Revolving Credit Commitments and, in each case, of such Class made pursuant thereto.
(c) Each Refinancing Loan Request from the Borrower pursuant to a this Section 2.15 shall set forth the requested amount and proposed terms of the relevant Refinancing AmendmentTerm Loans and identify the Refinanced Debt with respect thereto. Refinancing Term Loans may be made by any existing Lender (but no existing Lender shall have any obligation to make any portion of any Refinancing Term Loan) or by any Additional Lender; provided that the Administrative Agent shall have consented (not to be unreasonably conditioned, withheld or delayed) to such Credit Agreement Lender’s or Additional Lender’s making such Refinancing Indebtedness (iTerm Loans if such consent would be required under Section 10.07(b) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date for an assignment of Loans (to such Lender or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)Additional Lender; provided, further, that no Additional Lender that is an Affiliated Lender or an Affiliated Debt Fund shall be permitted to make or provide Refinancing Term Loans unless the terms requirements of Sections 10.07(h) and conditions applicable (i) (as applicable) shall be met, assuming that the making or provision of such Refinancing Term Loans is an assignment of such Refinancing Term Loans to such Credit Agreement Person (each such existing Lender or Additional Lender providing such Commitment or Loan, a “Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Term Lender” and, collectively, “Refinancing Indebtedness is issued, incurred or obtained. Lenders”).
(d) The effectiveness of any Refinancing Amendment Amendment, and the Refinancing Term Commitments thereunder, shall be subject to the satisfaction on the date thereof (a “Refinancing Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in such Refinancing Amendment:
(i) after giving effect to such Refinancing Term Commitments, the conditions of Sections 4.02(a) and (b) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 and, shall be deemed to refer to the applicable Refinancing Facility Closing Date),
(ii) each Refinancing Term Commitment shall be in an aggregate principal amount that is not less than C$5,000,000 and shall be in an increment of C$1,000,000 (provided that such amount may be less than C$5,000,000 and not in an increment of C$1,000,000 if such amount is equal to the entire outstanding principal amount of Refinanced Debt that is in the form of Term Loans),
(iii) to the extent reasonably requested by the Administrative Agent, the receipt by the Administrative Agent (A) (I) customary officer’s certificates and board resolutions and (II) customary opinions of legal opinionscounsel to the Loan Parties, board resolutionsin each case, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each , (B) a First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as appropriate, and (C) supplemental or reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (including Mortgage amendments, if applicable) in order to ensure that any Refinancing Term Commitment is provided with the benefit of the applicable Loan Documents, and
(iv) the Refinancing Term Loans made pursuant to any increase in any existing Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 Term Loans shall be in an aggregate added to (and form part of) each Borrowing of outstanding Term Loans under the respective Class so incurred on a pro rata basis (based on the principal amount of each Borrowing) so that is each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term Loans under such Class in accordance with its Pro Rata Share.
(e) The terms and provisions of the Refinancing Term Commitments (and the Loans in respect of the foregoing), of any Class shall be as agreed between the Borrower and the lenders providing such Refinancing Term Commitments; provided, that:
(i) such Refinancing Term Commitments shall (x) rank pari passu or junior in right of payment and shall be unsecured or rank pari passu or junior in right of security with all Term Loans, Permitted Pari Passu Secured Refinancing Debt and (to the extent secured by all or a portion of the Collateral on a pari passu basis with any of the foregoing) any Incremental Equivalent Debt and (y) may not be (I) if secured, secured by any assets other than Collateral or (II) guaranteed by any Person other than a Guarantor or (III) secured by security documentation that is materially more restrictive to the Borrower and the Guarantors than the Loan Documents,
(ii) Refinancing Term Loans shall not mature earlier than the Maturity Date of the applicable Refinanced Debt as then in effect,
(iii) Refinancing Term Loans shall have a Weighted Average Life to Maturity of no less than $25,000,000 the Weighted Average Life to Maturity as then in effect for the applicable Refinanced Debt (prior to any extension thereto),
(iv) the currency, discounts, premiums, fees, optional prepayment and redemptions terms and, subject to clauses (ii) and (iii) above, the amortization schedule applicable to any Refinancing Term Loans shall be determined by the Borrower and the Lenders thereunder; provided that a currency other than Canadian Dollars and U.S. Dollars shall be subject to the consent of the Administrative Agent (not to be unreasonably withheld),
(v) the interest rate (including margin and floors) applicable to any Refinancing Term Loans will be determined by the Borrower and the Lenders providing such Refinancing Term Loans,
(vi) the Refinancing Term Loans may provide for the ability to participate on a pro rata basis, greater than or less than pro rata basis in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis except in the case of Other a prepayment under Section 2.05(b)(iii)(B)) in any mandatory repayments or prepayments of principal of Term Loans or $10,000,000 in hereunder,
(vii) [reserved]
(viii) [reserved],
(ix) Refinancing Term Loans shall not have a greater principal amount than the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding principal amount of the applicable Refinanced Debt. Any Refinancing Amendment may provide for Debt plus any accrued but unpaid interest and fees on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Indebtedness plus the amount of any premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any reasonable fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of Letters such Refinancing Term Loans,
(x) [reserved],
(xi) except as set forth above, the material terms and conditions of Credit, or any such Refinancing Term Commitments (and the provision Loans in respect thereof) shall be (taken as a whole) no more favorable (as reasonably determined by the Borrower in good faith) to the Refinancing Lenders providing such Refinancing Term Commitments than those applicable to the applicable Refinanced Debt (except for (1) covenants or other provisions applicable only to periods after the Latest Maturity Date and (2) pricing, fees, rate floors, premiums, optional prepayment or redemption terms) unless such terms and conditions reflect market terms and conditions for such Refinancing Term Commitments at the time of incurrence or issuance thereof (in each case, as determined by the Borrower in good faith); provided, that the terms of Swing Line Loansany New Term Commitments shall not include any financial maintenance covenant unless such financial maintenance covenant shall also apply for the benefit of the Term Commitments (and any Term Loans made pursuant thereto), and
(xii) notwithstanding the foregoing, Refinancing Term Commitments of the kind described in Section 2.15(a)(A)(ii) (and the Refinancing Loans made pursuant thereto) shall form part of the same Class as, and have identical terms to, the applicable Class of Term Loans to which they apply.
(f) Commitments in respect of Refinancing Term Loans shall become Commitments under this Agreement pursuant to any Other Revolving Credit Commitments established therebyan amendment (a “Refinancing Amendment”) to this Agreement and, in as appropriate, the other Loan Documents, executed by the Borrower, each case on terms substantially equivalent existing Lender agreeing to provide such Commitment, if any, each Additional Lender agreeing to provide such Commitment, if any, and the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit CommitmentsAdministrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.15. In additionThe Borrower will use the proceeds, if so provided any, of the Refinancing Term Loans in exchange for, or to extend, renew, replace, repurchase, retire or refinance, and shall permanently terminate applicable commitments under, the relevant Refinancing Amendment and with the consent of applicable Refinanced Debt, in each L/C Issuercase, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.05(b)(iii)(B).
(bg) This Section 2.15 [reserved].
(h) Any New Refinancing Term Commitment shall supersede be designated a separate Class of Term Loans for all purposes of this Agreement.
(i) In lieu of incurring any provisions Refinancing Term Loans, the Borrower may at any time or from time to time after the Closing Date issue, incur or otherwise obtain (it being understood that no Lender shall be required to provide any such Indebtedness) (A) secured Indebtedness under a separate agreement in Section 2.13 the form of one or Section 11.01 more series of senior secured notes that are secured on a pari passu basis with the Obligations (but without regard to the contrarycontrol of remedies) (such notes, “Permitted Pari Passu Secured Refinancing Debt”), (B) secured Indebtedness in the form of one or more series of second lien (or other junior lien) secured notes or second lien (or other junior lien) secured loans, in each case, that are secured on a pari passu or subordinated basis with the Obligations (such notes or loans, “Permitted Junior Secured Refinancing Debt”) and (C) senior unsecured or subordinated unsecured Indebtedness in the form of one or more series of senior unsecured or subordinated unsecured notes or loans (such notes or loans, “Permitted Unsecured Refinancing Debt” and together with Permitted Pari Passu Secured Refinancing Debt and Permitted Junior Secured Refinancing Debt, “Refinancing Equivalent Debt”), in each case, in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or in part, any existing Class or Classes of Loans (such Loans, “Refinanced Loans”).
Appears in 4 contracts
Sources: Credit Agreement (GFL Environmental Inc.), Credit Agreement (GFL Environmental Inc.), Credit Agreement (GFL Environmental Inc.)
Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of (i) to refinance or replace all or any portion of the Term Loans and the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for all purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding , Incremental Term Loans, Other Revolving Credit Loans and Commitments or Other Revolving Credit CommitmentsLoans), in each case, in the form of either (x) Other Term Loans or Loans, Other Term Commitments Loan Commitments, Other Revolving Credit Commitments, or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness notwithstanding anything to the contrary in this Section 2.16 or otherwise, (i) will be unsecured or will the Other Term Loans and Other Revolving Credit Loans shall rank pari passu or junior (and subordinate) in right of payment and of security with the other Term Loans and Commitments hereunderRevolving Credit Loans, respectively, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and Other Term Loans shall not mature earlier than the Lenders thereof, (iii) (x) Maturity Date with respect to any Other Revolving Credit the Term Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will shall have a Weighted Average Life to Maturity that is not shorter than, than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and (iviii) will have the other terms and conditions of such Other Term Loans, Other Revolving Credit Commitments and Other Revolving Loans (other than excluding pricing, fees, rate floors and optional prepayment and subordination or redemption terms) that areshall, taken as a whole, be not materially more favorable to the investors lenders providing such Other Term Loans, Other Revolving Credit Agreement Refinancing Indebtedness Commitments and Other Revolving Loans, as applicable, than, those applicable to the Refinanced Debt Term Loans or Revolving Credit Commitments being refinanced (except for covenants or other provisions applicable exclusively only to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Date).
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 4.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents (which may be on a post-closing basis if agreed to by the Administrative Agent in its sole discretion) as may be reasonably requested by the Administrative Agent in order to ensure that such Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.16(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. thereof.
(d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii)make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In additionSection 2.16, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 4 contracts
Sources: Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, Inc.), Credit Agreement (Summit Materials, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender, any New Revolving Credit Lender or any Additional New Term Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans and the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding , New Term Loans, Other Revolving Credit Loans and Other or New Revolving Credit CommitmentsLoans), in each case, in the form of either (x) Other Term Loans or Loans, Other Term Commitments or (y) Loan Commitments, Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such that, notwithstanding anything to the contrary in this Section 2.16 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior Commitments (and subordinate) in right of payment and of security with the other Loans and Commitments hereunderrelated outstandings), (iiB) will have such pricing repayments required upon the maturity date of the Other Revolving Credit Commitments and optional prepayment terms as may be agreed by the Borrower (C) repayment made in connection with a permanent repayment and the Lenders thereof, termination of commitments (iiisubject to clause (3) (xbelow)) of Loans with respect to Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Loans or Other Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, will have (2) subject to the provisions of Section 2.03(l) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date that is not prior when there exists New Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.03(l) and Section 2.04(g), without giving effect to the changes thereto on an earlier maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Other Revolving Credit Commitments after the date of obtaining any Other Term Loans or Other Term Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, will have except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced than such Class and (iv4) will have terms assignments and conditions (other than pricing, optional prepayment participations of Other Revolving Credit Commitments and subordination terms) that are, taken as a whole, not materially more favorable to Other Revolving Credit Loans shall be governed by the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other same assignment and participation provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms Revolving Credit Commitments and conditions applicable to such Revolving Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedLoans. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and4.02, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such customary legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)and other documents. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.16(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans 5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. thereof.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit LoansTerm Loan Commitments, Other Revolving Credit Commitments Loans and/or Other Term Revolving Credit Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.16 shall supersede any provisions in Section 2.13 or Section 11.01 10.01 to the contrary.
Appears in 4 contracts
Sources: Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Dunkin' Brands Group, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall will be subject only to the satisfaction on the date thereof of each of the such conditions set forth in Section 4.02 and, to the extent reasonably precedent as may be requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount providers of the Refinanced Debt. Any applicable Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall will promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment Amendments may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.15 and to reflect the existence and terms of the Refinancing Loans incurred pursuant thereto (including any amendments necessary to treat the Term Loans or Revolving Loans subject thereto as Refinancing Term Loans or Refinancing Revolving Loans, respectively). In addition, if so provided in the relevant A Refinancing Amendment may (a) extend or add “call protection” to any existing Class of Term Loans, including amendments to Section 2.18, (b) amend the schedule of amortization payments relating to any existing tranche of Term Loans, including amendments to Section 2.07(1) (provided that any such amendment shall not decrease the dollar amount of any amortization payment to any Lender that would have otherwise been payable to such Lender prior to the effectiveness of the applicable Refinancing Amendment) and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments (c) make other amendments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; providedany existing Term Loans, howeverin the case of each clause (a), that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 and (c), so that such Refinancing Term Loans and the applicable existing Term Loans form the same Class of Term Loans; provided that such amendments are not adverse to the contraryapplicable existing Term Loan Lenders (as determined in good faith by the Borrower). Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement and the other Loan Documents, as applicable, will be amended to the extent necessary to reflect the existence and terms of the Refinancing Loans.
Appears in 4 contracts
Sources: Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (Life Time Group Holdings, Inc.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Parent Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (iib) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iiiii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date ofof the Term Loans being refinanced, and will have a Weighted Average Life to Maturity that is not shorter than, (iii) the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing proceeds of such Credit Agreement Refinancing Indebtedness thanshall be applied, substantially concurrently with the Refinanced Debt (except for covenants incurrence thereof, to the prepayment of outstanding Term Loans or other provisions applicable exclusively to periods commencing after reduction of Revolving Commitments being so refinanced, as the Latest Maturity Date at the time such Indebtedness is incurred)case may be; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Parent Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.21 shall be in an aggregate principal amount that is (x) not less than $25,000,000 10,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debtthereof. Any Refinancing Amendment may provide for the issuance of Letters of CreditCredit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swing Line Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Swingline Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Bank, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.21 shall supersede any provisions in Section 2.13 2.18 or Section 11.01 9.02 to the contrary.
Appears in 4 contracts
Sources: Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (iib) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, which may be in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iiiii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the earlier of the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, of the Term Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time of such Indebtedness is incurred); providedrefinancing, further, that (iii) the terms and conditions applicable to proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so refinanced, as the case may provide for any additional be and (iv) no Event of Default shall exist or different financial or other covenants or other provisions result therefrom; provided that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is requirements in effect on the date such this subclause (iv) shall not apply to Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness in respect of any Refinancing Amendment shall be subject to all the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 outstanding Term Loan and Revolving Loans (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agentand unused Revolving Commitments). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.21 shall be in an aggregate principal amount that is (x) not less than $25,000,000 5,000,000 in the case of Other Term Loans or $10,000,000 5,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless such amount represents the total outstanding amount of Borrower and the Refinanced DebtAdministrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of CreditCredit for the account of the Borrower, or the provision to the Borrower of Swing Line Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Swingline Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Bank, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Notwithstanding anything to the contrary, this Section 2.15 2.21 shall supersede any provisions in Section 2.13 2.18 or Section 11.01 9.02 to the contrary.
Appears in 4 contracts
Sources: Credit Agreement (European Wax Center, Inc.), Credit Agreement (European Wax Center, Inc.), Incremental Assumption and Amendment (European Wax Center, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (provided, that each Issuing Bank shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Additional Lender to the extent any such consent would be required under Section 10.04(b) for an assignment of Revolving Loans to such Additional Lender), Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans (each new term facility, a “Refinancing Term Facility”) or Revolving Loans and Revolving Commitments (each new revolving credit facility, a “Refinancing Revolving Facility”, and collectively with any Refinancing Term Facility, “Refinancing Facilities”) then outstanding under this Agreement (which for purposes of this clause (iSection 2.20(a) will be deemed to include any then outstanding Other Loans, Incremental Term Loans) , Extended Term Loans or (ii) all or any portion of the Extended Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that (A) such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and pari passu or (in the case of Refinancing Term Facilities) junior in right of security with the other Loans and Commitments hereunder, (iiB) such Credit Agreement Refinancing Indebtedness will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereofthereof (provided that if such Refinancing Term Facility ranks pari passu in right of security with the existing Term Loans, such Refinancing Term Facility may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment) (provided, however, that any Refinancing Term Facility may participate on a greater than pro rata basis, on a pro rata basis or on a less than pro rata basis in any voluntary prepayments), (iiiC) (x) with respect to any Other Revolving such Credit Loans or Other Revolving Credit Commitments, Agreement Refinancing Indebtedness will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to earlier than the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans or Commitments being refinanced refinanced, (D) subject to clauses (B) and (ivC) will have above, all other terms and conditions of such Credit Agreement Refinancing Indebtedness (other than pricing, fees, rate floors, premiums, optional prepayment and subordination termsor redemption terms (which shall be determined by the applicable borrower)) that areare either (I) customary market terms for Indebtedness of such type at the time of incurrence (taken as a whole) (as determined in good faith by the Borrower) or (II) substantially identical to, or when taken as a whole, are not materially more favorable restrictive with respect to the investors providing Restricted Group than the terms of the Loans or Commitments being refinanced (as of the date of incurrence of such Credit Agreement Refinancing Indebtedness), (E) the proceeds of such Credit Agreement Refinancing Indebtedness thanshall be applied, substantially concurrently with the Refinanced Debt incurrence thereof, to the prepayment of outstanding Loans or Commitments being so refinanced, (except for covenants or F) if any such Refinancing Facility is secured, it shall not be secured by any assets other provisions applicable exclusively to periods commencing after than the Latest Maturity Date at Collateral and (G) if any such Refinancing Facility is guaranteed, it shall not be guaranteed by any person other than the time such Indebtedness is incurred)Guarantors; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions terms that are agreed between the Borrower and the Lenders lenders thereof and applicable only during periods after the then Latest Maturity Date Date; provided, further, that to the extent any financial maintenance covenant is added for the benefit of (a) a Refinancing Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of Term Loans remaining outstanding after the incurrence or issuance of such Refinancing Term Facility or (b) Refinancing Revolving Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Loans and Revolving Commitments remaining outstanding after the incurrence or issuance of such Refinancing Revolving Facility); provided, further, that (1) the borrowing and repayment of Revolving Loans under any Refinancing Revolving Facility shall be made on a pro rata basis with all other Revolving Commitments, (2) all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments in effect accordance with their percentage of the Revolving Commitments, (3) the permanent repayment of Revolving Loans and termination of Revolving Commitments under any Refinancing Revolving Facility shall be made on a pro rata basis with the date such Credit Agreement permanent repayment of all other Revolving Loans and termination of all other Revolving Commitments and (4) assignments and participations of Revolving Loans and Revolving Commitments under any Refinancing Indebtedness is issued, incurred or obtainedRevolving Facility shall be governed by the same assignment and participation provisions applicable to all other Revolving Loans and Revolving Commitments. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each consent of the conditions set forth in Section 4.02 and, Issuing Bank to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date required under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent10.4(b)(i)(C). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.20(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments20,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. .
(b) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In additionSection 2.20, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided. Without limiting the foregoing, howeverin connection with any Refinancing Amendment, to the extent reasonably requested by the Collateral Agent, the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date after giving effect to such Refinancing Amendment so that such participation interests shall, upon receipt thereof maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglyCollateral Agent).
(bc) This Section 2.15 2.20 shall supersede any provisions in Section 2.13 2.14, 2.15 or Section 11.01 10.08 to the contrary.
Appears in 4 contracts
Sources: Credit Agreement (Surgery Partners, Inc.), Credit Agreement (Surgery Partners, Inc.), Term Loan Amendment (Surgery Partners, Inc.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Parent Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (iib) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iiiii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, of the Term Loans being refinanced and refinanced, (iviii) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing proceeds of such Credit Agreement Refinancing Indebtedness thanshall be applied, substantially concurrently with the Refinanced Debt incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so refinanced, as the case may be and (except iv) which is in the form of Other Term Loans or Other Term Commitments obtained in respect of a portion of the Term Loans then outstanding under this Agreement (which for covenants or other provisions purposes of this clause (iv) will be deemed to include any then outstanding Other Term Loans), shall have interest rate margins, rate floors, fees, premiums, funding, discounts and amortization schedules to be determined by the Borrowers and the applicable exclusively lenders with respect to periods commencing after the Latest Maturity Date at holders of such Credit Agreement Refinancing Indebtedness and in the time event that the yield on any such Credit Agreement Refinancing Indebtedness is incurred)higher than the yield for the Term Loans by more than 50 basis points, then the yield for the Term Loans shall be increased to the extent necessary so that such yield is equal to the yield for such Credit Agreement Refinancing Indebtedness minus 50 basis points; provided, furtherthat, in determining the yield applicable to such Credit Agreement Refinancing Indebtedness and the Term Loans (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrowers to the Term Lenders or any Additional Lenders in the initial primary syndication thereof shall be included (with OlD being equated to interest based on assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to any of the Joint Bookrunners (or their respective affiliates) in connection with this Agreement or to one or more arrangers (or their affiliates) of such Credit Agreement Refinancing Indebtedness shall be excluded and (z) if such Credit Agreement Refinancing Indebtedness includes an interest rate floor greater than the interest rate floor applicable to the Term Loans, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Term Loans shall be required, to the extent an increase in the interest rate floor in the Term Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Term Loans shall be increased by such increased amount; provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Parent Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.21 shall be in an aggregate principal amount that is (x) not less than $25,000,000 10,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debtthereof. Any Refinancing Amendment may provide for the issuance of Letters of CreditCredit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swing Line Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Swingline Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Bank, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.21 shall supersede any provisions in Section 2.13 2.18 or Section 11.01 9.02 to the contrary.
Appears in 4 contracts
Sources: Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which which, for purposes of this clause (i) ), will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which which, for purposes of this clause (ii) ), will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date Net Proceeds of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness thanshall be applied, substantially concurrently with the Refinanced Debt incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so refinanced, as the case may be, (except for covenants or other provisions applicable exclusively iv) to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for extent that any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issuedin the form of Other Term Loans that are pari passu in right of payment and of security with the other Loans hereunder, incurred such Other Term Loans may be prepaid with the proceeds of voluntary or obtainedmandatory prepayment events on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with other then outstanding Term Loans and (v) to the extent that any such Credit Agreement Refinancing Indebtedness is in the form of Other Term Loans that are not pari passu in right of payment or security with the other Loans hereunder, such Other Term Loans shall be prepaid with proceeds of voluntary or mandatory prepayment events on a junior basis to the other Loans. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.21 shall be in an aggregate principal amount that is (x) not less than $25,000,000 5,000,000 in the case of Other Term Loans or $10,000,000 5,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless such amount represents the total outstanding amount of Borrower and the Refinanced DebtAdministrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line LoansBorrower, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments; provided that no Issuing Bank shall be required to act as “issuing bank” under any such Refinancing Amendment without its written consent and the Swing Line Lender shall not be required to act as “swing line lender” under any such Refinancing Amendment without its written consent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.21. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Bank, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) Notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstanding Other Revolving Loans), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (2) below)) of Other Revolving Loans after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, (2) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (3) subject to the provisions of Sections 2.04 and 2.05 to the extent dealing with Swing Loans and Letters of Credit which mature or expire after a maturity date when there exists Revolving Commitments with a longer maturity date, all Swing Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders with Other Revolving Commitments in accordance with their percentage of the Revolving Commitments (and except as provided in Sections 2.04 and 2.05, without giving effect to changes thereto on an earlier maturity date with respect to Swing Loans and Letters of Credit theretofore incurred or issued) and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans.
(c) This Section 2.15 2.21 shall supersede any provisions in Section 2.13 2.18 or Section 11.01 9.02 to the contrary.
Appears in 3 contracts
Sources: Credit Agreement (American Public Education Inc), Credit Agreement (Atlas Technical Consultants, Inc.), Credit Agreement (Atlas Technical Consultants, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the The Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (ix) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, in each case, to refinance all or any portion of the Loans and Commitments hereunder (which for this purpose will be deemed to include any then outstanding Other Revolving Commitments, Other Revolving Loans and/or Other Term Loans), pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing pricing, fees (including upfront fees and OID), optional prepayment terms, redemption premiums and subordination terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date ofof the Class of Term Loans or Revolving Commitments being refinanced, and will have a Weighted Average Life to Maturity that is not shorter thanthan the remaining Weighted Average Life to Maturity of the Class of Term Loans being refinanced (if applicable) and (y) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date with respect to the Class of Revolving Commitments or Class of Term Loans being refinanced and (iv) except as otherwise permitted herein, will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a wholewhole that are substantially identical to, not materially or no more favorable to the investors Lenders providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt Debt; provided further that (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that x) the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedobtained and (y) the effectiveness of any Refinancing Amendment, together with the effectiveness of any increase in Revolving Commitments, shall not result in there being more than four separate Maturity Dates in effect for all Revolving Commitments. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, 4.03(a) and (b) (it being understood that all references to “the date of such Credit Event” or similar language in Section 4.03(a) and (b) shall be deemed to refer to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent effective date of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative AgentRefinancing Amendment). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.19 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans 50,000,000 and (y) an integral multiple of $1,000,000 5,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debtthereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line LoansBorrower, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit CommitmentsCommitments hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.19. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Bank, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments hereunder to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitmentssuch extended revolving commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments extended revolving commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.19 shall supersede supercede any provisions in Section 2.13 2.17 or Section 11.01 9.02 to the contrary.
Appears in 3 contracts
Sources: Credit Agreement Refinancing Amendment (Windstream Corp), Amendment and Restatement Agreement (Windstream Corp), Credit Agreement (Windstream Corp)
Refinancing Amendments. (a) At any The Borrower may, by written notice to the Administrative Agent from time after the Closing Dateto time, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing request Indebtedness in respect of (i) all exchange for, or any portion of the to extend, renew, replace or refinance, in whole or in part, existing Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the existing Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include ), or any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such existing Credit Agreement Refinancing Indebtedness (solely for purposes of this Section 2.19, “Refinanced Debt”) in the form of (i) will be unsecured Refinancing Term Loans in respect of all or will rank pari passu any portion of any Class of Term Loans then outstanding under this Agreement or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower Refinancing Revolving Credit Commitments in respect of all or any portion of any Revolving Credit Loans (and the Lenders thereof, (iii) (x) unused Revolving Credit Commitments with respect to any Other such Revolving Credit Loans) then outstanding under this Agreement, in each case pursuant to a Refinancing Amendment (such Indebtedness, “Refinancing Indebtedness”). Each written notice to the Administrative Agent requesting a Refinancing Amendment shall set forth (i) the amount of the Refinancing Term Loans or Other Refinancing Revolving Credit CommitmentsCommitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and (ii) the date on which such Refinancing Term Loans or Refinancing Revolving Credit Commitments are requested to become effective (which shall not be less than three Business Days (or such shorter period as the Administrative Agent may reasonably agree) after the date of such notice); provided that, will have a maturity date failure to give such notice shall in no way affect the effectiveness of any amendment entered into to effectuate such Refinancing Indebtedness in accordance with this Section 2.18. The Borrower may seek Refinancing Indebtedness from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Person that is an Eligible Assignee (each such Person that is not prior an existing Lender and that agrees to provide any portion of the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness thanpursuant to a Refinancing Amendment in accordance with this Section 2.19, an “Additional Refinancing Lender”).
(b) Notwithstanding the foregoing, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction (i) on the date thereof of effectiveness thereof, no Event of Default shall have occurred and be continuing or shall be caused thereby, (ii) the terms of the applicable Refinancing Indebtedness shall comply with Section 2.19(c), (iii) before and after giving effect to the incurrence of any Refinancing Indebtedness, each of the conditions set forth in Section 4.02 andshall be satisfied and (iv) except as otherwise specified in the applicable Refinancing Amendment, to the extent Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements and consistent with those delivered on the Closing Date under Section 4.01 4.01.
(c) Except as otherwise specified below (including with respect to margin, pricing, maturity and/or fees), the other than changes terms and conditions of any Refinancing Indebtedness (excluding pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption terms and provisions which shall be determined by the Borrower and the lenders thereunder) shall be on terms and pursuant to documentation to be determined by the Borrower and the lenders providing such legal opinions resulting from a change in lawRefinancing Indebtedness; provided that, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class extent not consistent with the terms of Credit Agreement the applicable Facility being refinancing, such Refinancing Indebtedness incurred under shall either (A) reflect market terms and conditions (taken as a whole) at the time of incurrence, issuance or effectiveness thereof (as determined by the Borrower in good faith) or (B) not be materially more restrictive to Holdings and its Restricted Subsidiaries (when taken as a whole) than the terms and conditions of this Section 2.15 shall be Agreement (when taken as a whole) (except, in an aggregate principal amount that each case of clauses (A) and (B) above, for covenants and other provisions applicable only to periods after the latest maturity date of any Facility remaining outstanding after giving effect to the incurrence or issuance of such Refinancing Indebtedness (it being understood that, to the extent any more restrictive financial maintenance covenant is added for the benefit of (x) not less than $25,000,000 in any Refinancing Term Loans, such financial maintenance covenant shall also be added for the case benefit of Other each Facility remaining outstanding after the incurrence of such Refinancing Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) any Refinancing Revolving Credit Commitments, such financial maintenance covenant shall also be added for the benefit of the Initial Revolving Credit Facility to the extent it remains outstanding after the incurrence of such Refinancing Revolving Facility; it being understood and agreed that in each case, no consent of any Lender shall be required in connection with adding such financial maintenance covenant; provided that (i) such Refinancing Indebtedness consisting of Refinancing Term Loans shall have (A) a maturity date no earlier than (x) in the case of any such Refinancing Term Loans that are secured by the Collateral on a pari passu basis with the Initial Term Loans in right of payment and with respect to security, the stated Maturity Date applicable to the latest maturing Class of Term Loans on the date of incurrence of such Refinancing Term Loans and (y) in the case of any such Refinancing Term Loans that are secured by a Lien that is junior to the Initial Term Loans in right of payment or with respect to security or that are unsecured, the date that is ninety-one (91) days following the stated Maturity Date applicable to the latest maturing Class of Term Loans on the date of incurrence of such Refinancing Term Loans and (B) a Weighted Average Life to Maturity equal to or greater than that of the Refinanced Debt, (ii) there shall be no scheduled amortization of such Refinancing Indebtedness consisting of Refinancing Revolving Credit Commitments and the scheduled termination date of such Refinancing Revolving Credit Commitments shall not be earlier than the scheduled termination date of the Refinanced Debt, (iii) such Refinancing Indebtedness will rank pari passu or junior in right of payment and of security with the applicable Refinanced Debt (and, if applicable, be subject to an integral multiple Acceptable Intercreditor Agreement) or be unsecured (and shall not be secured by any assets that are not Collateral), (iv) such Refinancing Indebtedness shall be guaranteed by the Guaranty and shall not be guaranteed by any person that is not a Guarantor, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to such Refinancing Indebtedness shall be determined by the Borrower and the lenders providing such Refinancing Indebtedness, (vi) such Refinancing Indebtedness (including, if such Indebtedness includes any Refinancing Revolving Credit Commitments, the unused portion of $1,000,000 in excess thereof unless such Refinancing Revolving Credit Commitments) shall not have a greater principal amount represents than the total outstanding principal amount of the Refinanced Debt. Any Debt plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the refinancing, and the aggregate unused Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established therebyshall not exceed the unused Revolving Credit Commitments being replaced, (vii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the incurrence of such Refinancing Indebtedness in accordance with the provisions of Section 2.13; provided, further, that to the extent that such Refinancing Indebtedness consists of Refinancing Revolving Credit Commitments, the Revolving Credit Commitments being refinanced by such Refinancing Indebtedness shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Refinancing Indebtedness is issued, incurred or obtained and (viii) any such Refinancing Term Loans that are secured by the Collateral on a pari passu basis with the Initial Term Loans in right of payment and with respect to security may share on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) in any mandatory or voluntary prepayments with the then outstanding Term Loans and any such Refinancing Term Loans secured by a Lien that is junior to the Initial Term Loans in right of payment or with respect to security or that are unsecured may not share in any mandatory or voluntary prepayments with the then outstanding Term Loans.
(d) In connection with any Refinancing Indebtedness pursuant to this Section 2.19, the Borrower and each applicable Lender or Additional Refinancing Lender shall execute and deliver to the Administrative Agent a Refinancing Amendment as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.19, including any amendments necessary to establish the Refinancing Term Loans and Refinancing Revolving Credit Commitments as new Classes, Class or sub-Class of Term Loans or Revolving Credit Commitments and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith, in each case on terms substantially equivalent not inconsistent with this Section 2.19. The Administrative Agent hereby agrees to (and is directed by each Lender to) acknowledge such amendment as promptly as possible, and in any case, within three (3) Business Days of written request by the Borrower; it being acknowledged and agreed by each Lender that the Administrative Agent, in its capacity as such shall have no liability with respect to such acknowledgment and each Lender hereby irrevocably waives to the terms applicable fullest extent permitted by Law any claims with respect to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentssuch acknowledgment. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment; provided that, failure to give such notice shall in no way affect the effectiveness of any amendment entered into to effectuate such Extension in accordance with this Section 2.18. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) reasonably necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (Latham Group, Inc.), Credit and Guaranty Agreement (Latham Group, Inc.), Credit and Guaranty Agreement (Latham Group, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower (any such existing Lender or other Person being called an “Additional Refinancing Lender”) (and, in the case of any Additional Refinancing Lender (other than any existing Lender) that will hold Other Commitments, such Person shall also be reasonably satisfactory to the Administrative Agent and, in the case of Other Revolving Commitments, each of the Issuing Banks) Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans constituting Term Loans) or (iib) all or any portion of the Revolving Credit Loans Commitments (or unused including the corresponding portion of the Revolving Credit CommitmentsLoans) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Commitments (including the corresponding portion of the Other Revolving Credit CommitmentsLoans), in each case), in the form of either (x) Other Term Loans or Loans, Other Term Commitments or (y) Commitments, Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, in each case, case pursuant to a Refinancing Amendment; provided that (i) such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will shall rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunderhereunder (provided that if such Credit Agreement Refinancing Indebtedness ranks junior in right of security or payment priority such Credit Agreement Refinancing Indebtedness shall be established as a separate facility and, if secured, shall be subject to customary intercreditor terms reasonably agreed between the Borrower and the Administrative Agent), (ii) will such Credit Agreement Refinancing Indebtedness shall have such pricing pricing, interest, fees, premiums and optional prepayment and redemption terms as may be agreed by the Holding Companies, the Borrower and the Additional Refinancing Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness thanshall only be secured by assets consisting of Collateral, the Refinanced Debt and (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to iv) such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between shall satisfy the Borrower and requirements set forth in clauses (u) through (y) of the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such definition of “Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedIndebtedness”. The effectiveness of any Refinancing Amendment shall be subject Subject to the satisfaction on the date thereof of each consent of the conditions set forth in Section 4.02 andIssuing Banks, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case thereby on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsthis Agreement before giving effect to such Refinancing Amendment. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary necessary, or reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.21. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.21 shall supersede any provisions in Section 2.13 or 2.18 and Section 11.01 9.02 to the contrary. Notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination in full of commitments) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Commitments, (2) subject to the provisions of Section 2.05(o) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Commitments with a longer maturity date and subject to the consent of the Issuing Banks, all Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders in accordance with all other Revolving Commitments (and except as provided in Section 2.05(o), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a non-rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans. The Lenders agree that the Borrower may require the Lenders holding Credit Agreement Refinanced Indebtedness to assign their Loans and Commitments to the providers of the applicable Credit Agreement Refinancing Indebtedness.
Appears in 3 contracts
Sources: First Lien Credit Agreement (GoodRx Holdings, Inc.), First Lien Credit Agreement (GoodRx Holdings, Inc.), First Lien Credit Agreement (GoodRx Holdings, Inc.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower (any such existing Lender or other Person being called an “Additional Refinancing Lender, ”) Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans constituting Term Loans) or (iib) all or any portion of the Revolving Credit Loans Commitments (or unused including the corresponding portion of the Revolving Credit CommitmentsLoans) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Commitments (including the corresponding portion of the Other Revolving Credit CommitmentsLoans), in each case, ) in the form of either (x) Other Term Loans or Other Term Commitments in the case of clause (a) or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andin the case of clause (b), in each case, case pursuant to a Refinancing Amendment; provided that (i) such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will shall rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will such Credit Agreement Refinancing Indebtedness shall have such pricing pricing, interest, fees, premiums and optional prepayment and redemption terms as may be agreed by the Borrower and the Additional Refinancing Lenders thereof, (iii) (x) with respect to any Other Revolving such Credit Loans or Other Revolving Credit CommitmentsAgreement Refinancing Indebtedness shall only be secured by assets consisting of Collateral, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions the covenants and, events of default of such Credit Agreement Refinancing Indebtedness (other than pricing, interest, fees, premiums and optional prepayment and subordination terms) that areprepayment), if not consistent with the terms of the Class of Initial Term Loans, shall reflect market terms (taken as a whole) (as determined in good faith by the Borrower), not materially more favorable to at the investors providing time of issuance or incurrence, (v) such Credit Agreement Refinancing Indebtedness than, satisfies the Refinanced Debt requirements set forth in clauses (except for covenants or other provisions applicable exclusively to periods commencing after w) through (z) of the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such definition of “Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Indebtedness,” and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date (vi) if such Credit Agreement Refinancing Indebtedness is issuedsecured on a junior basis to the Term Loans, incurred or obtainedthe Collateral Agent acting on behalf of the holders of such Indebtedness shall have become party to a Second Lien Intercreditor Agreement; provided that if such Second Lien Intercreditor Agreement has not previously been executed and delivered, then the Borrower, the Collateral Agent on behalf of the Secured Parties and on behalf of the holders of such Credit Agreement Refinancing Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement. The effectiveness of any Refinancing Amendment shall be subject to such express conditions as are mutually agreed with the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)participating Additional Refinancing Lenders. Each Class of Credit Agreement Refinancing Indebtedness (other than in connection with an extension of the maturity of Term Loans, Revolving Loans or Revolving Commitments) incurred under this Section 2.15 2.21 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is (x) not less than $25,000,000 (or, in the case of Other Term Loans Incremental Facilities denominated in Euros, €25,000,000), provided that such amount may be less than $25,000,000 or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless €25,000,000 if such amount represents all the total outstanding remaining availability under the aggregate principal amount of the Refinanced DebtCredit Agreement Refinancing Indebtedness set forth above. Any Refinancing Amendment may provide for the issuance of Letters letters of Credit, or credit for the provision to account of the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary necessary, or reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.21 shall supersede any provisions in Section 2.13 or 2.18 and Section 11.01 9.02 to the contrary.
Appears in 3 contracts
Sources: Credit Agreement (Micro Focus International PLC), Credit Agreement (Seattle SpinCo, Inc.), Credit Agreement (Micro Focus International PLC)
Refinancing Amendments. (a) At any time after the Closing Restatement Effective Date, the Borrower Company may obtain, obtain from any Lender or any Additional Lender, Lender Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (iib) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or, subject to the first proviso in the definition of Credit Agreement Refinancing Indebtedness, additional Term Loans of any existing Class or commitments to make additional Term Loans of any existing Class or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, respectively, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower Company and the Lenders thereof, thereof and (iii) (x) otherwise be treated hereunder no more favorably, including with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitmentscovenants and events of default, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)Debt; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions (including different borrowers) that are agreed between the Borrower Company and the Lenders thereof and applicable only during periods after (A) the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained or (B) the Company and all other Loan Parties have been released from all obligations in respect of such Credit Agreement Refinancing Indebtedness and such Credit Agreement Refinancing Indebtedness has been assumed in full by a new borrower or borrowers as agreed by the applicable Lenders and Additional Lenders in respect of such Credit Agreement Refinancing Indebtedness at the time such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Restatement Effective Date under Section 4.01 (7 of the Amendment and Restatement Agreement other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.18 (other than additional Term Loans of any existing Class or commitments to make additional Term Loans of any existing Class) shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt50,000,000. Any Refinancing Amendment may provide for the issuance of Letters of CreditCredit for the account of the Company, or the provision to the Borrower Company of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerCompany, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.18 shall supersede any provisions in Section 2.13 or Section 11.01 10.01 to the contrary.
Appears in 3 contracts
Sources: Credit Agreement (Sungard Capital Corp Ii), Credit Agreement (Sungard Capital Corp Ii), Credit Agreement (GL Trade Overseas, Inc.)
Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, obtain (i) from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect the form of Refinancing Revolving Loans or Refinancing Revolving Commitments, in each case pursuant to a Refinancing Amendment, or (iii) from any bank, other financial institution or institutional investor that agrees to provide any portion of any Credit Agreement Refinancing Indebtedness in any other form, such other Credit Agreement Refinancing Indebtedness, in each case to refinance (and to reduce on a dollar-for-dollar or greater basis) all or any portion of the Term Loans and/or Commitments then outstanding under this Agreement Agreement.
(which for purposes of this clause (ib) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall will be subject only to the satisfaction on the date thereof of each such of the conditions set forth in Section 4.02 and, to the extent reasonably Sections 3.1 and 3.2 as may be requested by the Administrative Agent, receipt by the Administrative Agent providers of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement applicable Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Revolving Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to other conditions as the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsmay agree. The Administrative Agent shall will promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall will be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Revolving Loans and/or Refinancing Revolving Commitments incurred or extended pursuant thereto (including any amendments necessary to treat the Revolving Loans and Commitments subject thereto as Other Term Refinancing Revolving Loans).
(c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.27(a) shall be in an aggregate principal amount that is not less than $5,000,000.
(d) No Lender (or any successor thereto) shall have any obligation, Other Revolving express or implied, to provide any portion of any requested Credit LoansAgreement Refinancing Indebtedness, Other Revolving Credit Commitments and/or Other Term Commitments)and any decision by a Lender to provide any portion of any such Indebtedness shall be made in its sole discretion independently from any other Lender. Any Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment mayAmendment, without the consent of any Person other Lendersthan the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), the Borrower and the Persons providing the applicable Refinancing Revolving Loans and/or Refinancing Revolving Commitments, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In additionSection 2.27, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) . This Section 2.15 2.27 shall supersede any provisions in Section 2.13 2.21 or Section 11.01 10.2 to the contrary.
(e) Refinancing Revolving Loans and/or Refinancing Revolving Commitments may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to make all or any portion of any Refinancing Revolving Loan) or by any Additional Refinancing Lender on terms permitted by this Section 2.27; provided that the Administrative Agent and each Issuing Bank will have consented (in each case, such consent not to be unreasonably withheld, conditioned or delayed) to any such Person’s providing Refinancing Revolving Loans or Refinancing Revolving Commitments if such consent would be required under Section 10.4(b)(iii), respectively, for an assignment of Loans or Commitments to such Person.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Repay Holdings Corp), Revolving Credit Agreement (Repay Holdings Corp), Revolving Credit Agreement (Repay Holdings Corp)
Refinancing Amendments. (a) At The Company may, by written notice to the Administrative Agent from time to time, request Indebtedness in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans or existing Revolving Credit Loans of any time after the Closing DateClass (or unused Revolving Credit Commitments of any Class), the Borrower may obtain, from any Lender or any Additional Lender, then existing Credit Agreement Refinancing Indebtedness (solely for purposes of this Section 2.19, “Refinanced Debt”) in respect the form of (i) Refinancing Term Loans in respect of all or any portion of the any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or Agreement, (ii) Refinancing Multicurrency Revolving Credit Commitments in respect of all or any portion of the any Multicurrency Revolving Credit Loans (or and the unused Multicurrency Revolving Credit CommitmentsCommitments with respect to such Multicurrency Revolving Credit Loans) then outstanding under this Agreement or (which for purposes iii) Refinancing USD Revolving Credit Commitments in respect of this clause (ii) will be deemed to include all or any then outstanding Other portion of any USD Revolving Credit Loans (and Other the unused USD Revolving Credit Commitments)Commitments with respect to such USD Revolving Credit Loans) then outstanding under this Agreement, in each casecase pursuant to a Refinancing Amendment (such Indebtedness, in “Credit Agreement Refinancing Indebtedness”). Each written notice to the form Administrative Agent requesting a Refinancing Amendment shall set forth (i) the amount of either (x) Other the Refinancing Term Loans or Other Term Commitments or (y) Other Loans, Refinancing Multicurrency Revolving Credit Loans or Other Refinancing USD Revolving Credit Commitments and, being requested (which shall be in minimum increments of $25,000,000 and a minimum amount of $50,000,000) and (ii) the date on which such Refinancing Term Loans or the applicable Refinancing Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) after the date of such notice). The Company may seek Credit Agreement Refinancing Indebtedness from existing Lenders (each case, of which shall be entitled to agree or decline to participate in its sole discretion) or any Person that is an Eligible Assignee (each such Person that is not an existing Lender and that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with this Section 2.19, an “Additional Lender”)
(b) Notwithstanding the foregoing, the effectiveness of any Refinancing Amendment shall be subject to (i) on the date of effectiveness thereof, no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, (ii) the terms of the applicable Credit Agreement Refinancing Indebtedness shall comply with Section 2.19(c), (iii) before and after giving effect to the incurrence of any Credit Agreement Refinancing Indebtedness, each of the conditions set forth in Section 4.02 shall be satisfied and (iv) except as otherwise specified in the applicable Refinancing Amendment, the Administrative Agent shall have received (with sufficient copies for each of the Refinancing Term Loan Lenders, Refinancing Multicurrency Revolving Credit Lenders and Refinancing USD Revolving Credit Lenders, as applicable) legal opinions, board resolutions and other closing certificates and documents reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 4.01, with such amendments as the Administrative Agent may reasonably require.
(c) The terms and provisions of any Credit Agreement Refinancing Indebtedness incurred pursuant to any Refinancing Amendment shall be, except as otherwise set forth herein or in the Refinancing Amendment and reasonably acceptable to the Administrative Agent, substantially the same as the Refinanced Debt; provided that (i) such Credit Agreement Refinancing Indebtedness consisting of Refinancing Term Loans shall have (iA) will a maturity date no earlier than the maturity date of the Refinanced Debt and (B) a weighted average life to maturity equal to or greater than the Refinanced Debt, (ii) there shall be unsecured or no scheduled amortization of such Credit Agreement Refinancing Indebtedness consisting of Refinancing Revolving Credit Commitments and the scheduled termination date of such Refinancing Multicurrency Revolving Credit Commitments and Refinancing USD Revolving Credit Commitments shall not be earlier than the scheduled termination date of the applicable Refinanced Debt, (iii) such Credit Agreement Refinancing Indebtedness will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments Obligations of the Company hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness thanshall be guaranteed by the Guaranty, (v) the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); providedinterest rate margin, furtherrate floors, that the terms fees, original issue discount and conditions premiums applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between shall be determined by the Borrower Company and the Lenders thereof providing such Credit Agreement Refinancing Indebtedness, (vi) such Credit Agreement Refinancing Indebtedness (including, if such Indebtedness includes any Refinancing Multicurrency Revolving Credit Commitments or Refinancing USD Revolving Credit Commitments, the unused portion of such Refinancing Multicurrency Revolving Credit Commitments or Refinancing USD Revolving Credit Commitments, as applicable) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees and applicable only during periods after premiums (if any) thereon and reasonable fees and expenses associated with the Latest Maturity Date refinancing (provided that is the principal amount of such Credit Agreement Refinancing Indebtedness shall not include any principal constituting interest paid in effect kind), and the aggregate unused Refinancing Multicurrency Revolving Credit Commitments or Refinancing USD Revolving Credit Commitments shall not exceed the unused Multicurrency Revolving Credit Commitments or USD Revolving Credit Commitments, as applicable, being replaced and (vii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the incurrence of such Credit Agreement Refinancing Indebtedness in accordance with the provisions of Section 2.05; provided further that to the extent that such Credit Agreement Refinancing Indebtedness consists of (x) Refinancing USD Revolving Credit Commitments, the USD Revolving Credit Commitments being refinanced by such Credit Agreement Refinancing Indebtedness shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any obtained and (y) Refinancing Amendment shall be subject to Multicurrency Revolving Credit Commitments, the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested Multicurrency Revolving Credit Commitments being refinanced by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be terminated, and all accrued fees in an aggregate principal amount that connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is (x) not less than $25,000,000 in the case of Other Term Loans issued, incurred or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debtobtained . Any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line Loansapplicable Borrower, pursuant to any Other Refinancing Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the applicable Revolving Credit CommitmentsCommitments to be refinanced thereby; provided that terms relating to pricing, fees or premiums may vary to the extent otherwise permitted by this Section 2.19 and set forth in such Refinancing Amendment.
(d) In connection with any Credit Agreement Refinancing Indebtedness pursuant to this Section 2.19, the Company, the U.K. Borrower, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Indebtedness. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments)thereto. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerCompany, to effect the provisions of this Section. In additionSection 2.19, if so provided including any amendments necessary to establish the Refinancing Term Loans and Refinancing Revolving Credit Commitments as new Classes, tranches or sub-tranches of Term Loans or Revolving Credit Commitments and such other technical amendments as may be necessary or appropriate in the relevant reasonable opinion of the Administrative Agent and the Company in connection therewith, in each case on terms not inconsistent with this Section 2.19; provided that no such Refinancing Amendment and with shall effect any amendments that would require the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments affected Lender pursuant to Lenders holding extended revolving commitments in accordance Section 10.01 without compliance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglyrequirements thereof.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 3 contracts
Sources: Refinancing Amendment (Hologic Inc), Refinancing Amendment (Hologic Inc), Credit and Guaranty Agreement (Hologic Inc)
Refinancing Amendments. (a) At any time after The Borrower may, with the Closing Dateconsent of the Administrative Agent, the Borrower may obtain, from any Lender or any Additional New Term Loan Lender, Credit Agreement Refinancing Indebtedness in respect of (i) Indebtedness, to refinance all or any portion of the Term Loans then outstanding under this Agreement and Commitments hereunder (which for purposes of this clause (i) purpose will be deemed to include any then outstanding Other New Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that (i) such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing pricing, fees (including upfront fees and original interest discount (“OID”)), optional prepayment terms, redemption premiums and subordination terms as may be agreed by the Borrower and the Lenders thereof, (iiiii) (x) with respect to any Other Revolving such Credit Loans or Other Revolving Credit CommitmentsAgreement Refinancing Indebtedness, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other the Class of Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date ofbeing refinanced, and will have a Weighted Average Life to Maturity that is not shorter thanthan the remaining Weighted Average Life to Maturity of the Class of Term Loans being refinanced, provided that in the case of Permitted Junior Priority Refinancing Debt and Permitted Unsecured Refinancing Debt, such Indebtedness will have a maturity date that is not prior to the 91st day after the maturity date of the Class of Term Loans being refinanced and at the time of issuance or incurrence of such Credit Agreement Refinancing Indebtedness, (iviii) except as otherwise permitted herein, such Credit Agreement Refinancing Indebtedness will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially whole that are no more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)Debt; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders investors thereof and applicable only during periods after the Latest Maturity Date latest maturity date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedobtained and (iv) the interest rate margins applicable to such Credit Refinancing Indebtedness shall be agreed between the Borrower and the investors thereunder. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andSections 6.01(i) and 6.06, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes it being understood that all references to “the date of such legal opinions resulting from a change Credit Event” or similar language in law, change in fact or change such Sections shall be deemed to counsel’s form of opinion reasonably satisfactory refer to the Administrative Agenteffective date of such Refinancing Amendment). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans 50,000,000 and (y) an integral multiple of $1,000,000 5,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsthereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other New Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other New Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.15.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 5.08 or Section 11.01 14.01 to the contrary.
Appears in 3 contracts
Sources: Refinancing Amendment (MRC Global Inc.), Term Loan Credit Agreement (MRC Global Inc.), Refinancing Amendment and Incremental Joinder Agreement (MRC Global Inc.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower (I) Finance may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans of any Class then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or and (ii) all or any portion of Incremental Equivalent Debt, in the form of Other Term Loans or Other Term Commitments and (II) each Co-Borrower may obtain, from any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) of any Class then outstanding under this Agreement (which for purposes of this clause (iii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case) and (ii) all or any portion of Incremental Equivalent Debt, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (iA) will be unsecured or will rank be secured solely by the Collateral on a pari passu or junior basis with the Secured Obligations (and subordinate) in right if secured, subject to the terms of payment and of security with the other Loans and Commitments hereundera Customary Intercreditor Agreement), (iiB) will have such pricing and optional prepayment terms as may be agreed by the each Co-Borrower and the Additional Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, and (C) the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to Net Proceeds of such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between shall be applied, substantially concurrently with the Borrower incurrence thereof, to the prepayment of outstanding Term Loans of the applicable Class, the reduction of Revolving Commitments of the applicable Class (and the Lenders thereof prepayment of the outstanding Revolving Loans of such Class) or the prepayment, satisfaction and applicable only during periods after discharge or redemption of the Latest Maturity Date outstanding Incremental Equivalent Debt, as the case may be, that is in effect on the date being refinanced by such Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedIndebtedness. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 as agreed between the Additional Lenders providing such Credit Agreement Refinancing Indebtedness and each Co-Borrower and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.21 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans 5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless such amount represents each Co-Borrower and the total outstanding amount of the Refinanced DebtAdministrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of CreditCredit for the account of each Co-Borrower, or the provision to the each Co-Borrower of Swing Line Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Swingline Loans under the Revolving Credit Commitments; provided that no Issuing Bank or Swingline Lender shall be required to act as “issuing bank” or “swingline lender” under any such Refinancing Amendment without its written consent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the each Co-Borrower, to effect the provisions of this SectionSection 2.21 (including to reallocate Revolving Exposure on a pro rata basis among the relevant Revolving Lenders). In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Bank, participations in Letters of Credit expiring on or after the Initial Revolving Credit Maturity Date shall be reallocated from Lenders holding Initial Revolving Credit Commitments to Lenders holding extended revolving commitments Other Revolving Commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Other Revolving Credit Commitments, be deemed to be participation interests in respect of such Other Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.21 shall supersede any provisions in Section 2.13 2.18 or Section 11.01 9.02 to the contrary.
Appears in 3 contracts
Sources: Second Amendment (Graftech International LTD), Credit Agreement (Graftech International LTD), Credit Agreement (Graftech International LTD)
Refinancing Amendments. (a) At any time after the Closing Eleventh Amendment Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each caseAgreement, in the form of either (x) Other Refinancing Term Loans or Other Refinancing Term Loan Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders lenders thereof, (iiiii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date ofno earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans being refinanced, (iii)(A) constitutes Indebtedness of the Borrower that is not shorter thanguaranteed by any Subsidiary that is not a Subsidiary Guarantor, (B) is not secured by any assets of the Borrower or any Subsidiary other than the Collateral (and, if secured, the Loans being refinanced security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such changes as are reasonably satisfactory to the Administrative Agent)) and (C) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to one or more intercreditor agreements reasonably satisfactory to the Administrative Agent, and (iv) will have terms covenants and conditions events of default (other than which, for the avoidance of doubt, excludes pricing, premiums and optional prepayment and subordination or redemption terms) that areare substantially identical to, or (taken as a whole, not materially whole as determined by the Borrower in its reasonable judgment) are no more favorable to the investors lenders or holders providing such Credit Agreement Refinancing Indebtedness than, than those applicable to the Refinanced Debt (except for covenants or other provisions applicable exclusively Term Loans being refinanced are to periods commencing after the Latest Maturity Date at the time Lenders of such Indebtedness is incurred)Term Loans; provided, further, provided that the terms covenants and conditions events of default applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained; provided, further, that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material covenants and events of default of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such covenants and events of default satisfy the requirement of this clause (iv) shall be conclusive evidence that such covenants and events of default satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)). Any Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 5.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates certificates, mortgage amendments and other documentation and instruments with respect to real property collateral and/or reaffirmation agreements substantially consistent with those delivered on the Closing Ninth Amendment Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Any Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.14 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in (or such lesser amount as the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment Administrative Agent may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsagree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments subject thereto as Other Refinancing Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Refinancing Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.14.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 3 contracts
Sources: Credit Agreement (Huntsman International LLC), Credit Agreement (Huntsman International LLC), Credit Agreement (Huntsman International LLC)
Refinancing Amendments. (a) At any time On one or more occasions after the Closing Effective Date, the Borrower Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the any Class or Classes of Term Loans and Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the , Incremental Term Loans Extended Term Loans, Replacement Term Loans, Incremental Revolving Credit Loans (or unused Loans, Incremental Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding , Other Revolving Credit Loans and Loans, Other Revolving Credit CommitmentsCommitments and Extended Revolving Credit Commitments of a given Extension Series), in each case, in the form of either (x) Other Term Loans or Loans, Other Term Loan Commitments, Other Revolving Credit Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that Lenders shall not be obligated to provide such Credit Agreement Refinancing Indebtedness (i) will be unsecured Indebtedness; provided further that notwithstanding anything to the contrary in this Section 2.15 or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunderotherwise, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to Revolving Credit Commitments and Other Revolving Credit Commitments available to the same Borrowers and in the same currencies, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on such Other Revolving Credit Commitments (and related outstandings), (B) repayments required upon the Maturity Date of such Other Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to such Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Loans or Commitments shall be made on a pro rata basis with the Revolving Credit Commitments available to the same Borrowers and in the same currencies as such Other Revolving Credit Commitments, will have a maturity date that is not prior (2) subject to the maturity date provisions of Section 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the U.S. Revolving Credit Commitments (or unused Commitmentsand except as provided in Section 2.03(m) being refinanced and (y) Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Other Revolving Credit Commitments after the date of obtaining any Other Term Loans or Other Term Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, will have except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a maturity date that is not prior greater than a pro rata basis as compared to the maturity date of, and will have any other Class with a Weighted Average Life to later Maturity that is not shorter than, the Loans being refinanced Date than such Class and (iv4) will have terms assignments and conditions (other than pricing, optional prepayment participations of Other Revolving Credit Commitments and subordination terms) that are, taken as a whole, not materially more favorable to Other Revolving Credit Loans shall be governed by the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other same assignment and participation provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms Revolving Credit Commitments and conditions applicable to such Revolving Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Loans.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Fourth Restatement Effective Date under Section 4.01 (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Credit Documents.
(c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.15(a) shall be in an aggregate principal Dollar Equivalent amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and 25,000,000.
(yd) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Credit Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, ii) effect such other amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section. In additionSection 2.15, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(be) This Section 2.15 shall supersede any provisions in Section Sections 2.12, 2.13 or Section 11.01 10.01 to the contrary. For the avoidance of doubt, any of the provisions of Section 2.15 may be amended with the consent of the Required Lenders.
Appears in 3 contracts
Sources: Credit Agreement (Quintiles IMS Holdings, Inc.), Credit Agreement (Quintiles IMS Holdings, Inc.), Credit Agreement (Quintiles IMS Holdings, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Indebtedness Debt in respect of (i1) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i1) will be deemed to include any then outstanding Other Term Loans) or (ii2) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii2) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Indebtedness Debt:
(i) will shall not be unsecured or will permitted to rank pari passu or junior (and subordinate) senior in right of payment and of or security with to the other Loans and Commitments hereunder, ;
(ii) will have such pricing and pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrower Representative and the Lenders thereof, ;
(iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced Refinanced and (y) other than Customary Bridge Financings and Permitted Early Maturity Indebtedness, with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced and Refinanced;
(iv) subject to clause (ii) above and the proviso below, will have terms and conditions that are either (other than pricingx) substantially identical to, optional prepayment and subordination terms) that areor, taken as a whole, not materially more less favorable to the investors Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Indebtedness than, Debt than the Refinanced Debt or (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date y) customary market terms at the time of Incurrence (as determined by the Borrower Representative in good faith) or approved by the Administrative Agent in its reasonable discretion;
(v) the proceeds of such Indebtedness is incurredPermitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the Incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Commitments being so Refinanced (and repayment of Revolving Loans outstanding thereunder); and
(vi) shall not be secured by any assets other than the Collateral, shall not be guaranteed by any person other than the Guarantors and shall have the same borrowers as the Borrowers under the Refinanced Debt; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Indebtedness Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Representative and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Indebtedness Debt is issued, incurred Incurred or obtainedobtained or added to the Loan Documents for the benefit of the applicable Lenders pursuant to a Refinancing Amendment; provided, further that if a certificate of a Responsible Officer shall have been delivered to the Administrative Agent for posting to the Lenders at least five (5) Business Days prior to the incurrence of such Permitted Credit Agreement Refinancing Debt, together with a reasonably detailed description of the material terms and conditions of such Permitted Credit Agreement Refinancing Debt or drafts of the documentation relating thereto, stating that the Borrower Representative has determined in good faith that such terms and conditions satisfy the requirements of this Section 2.26(a), and the Required Lenders shall not have notified the Borrower Representative and the Administrative Agent that they disagree with such determination (including a statement of the basis upon which each such Lender disagrees) within such five (5) Business Day period, then such certificate shall be conclusive evidence that such terms and conditions satisfy the requirements of this Section 2.26(a). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, (i) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 and (other than changes to ii) such legal opinions resulting from a change in law, change in fact or change to counsel’s form conditions as the Borrowers and providers of opinion reasonably satisfactory to the Administrative Agent). Each Class of said Permitted Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 Debt shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debtagree. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line LoansRepresentative or any Restricted Subsidiary, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. Commitments subject to the approval of the Issuing Lenders.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Indebtedness incurred Debt Incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). .
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Agent, the Refinancing Arranger and the BorrowerBorrower Representative, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Lender, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Termination Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitmentsrevolving commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments revolving commitments and the terms of such participation interests (including, without limitation, including the commission applicable thereto) shall be adjusted accordingly.
(bd) This Notwithstanding anything to the contrary in this Agreement, this Section 2.15 2.26 shall supersede any provisions in Section 2.13 Sections 2.17 or Section 11.01 11.1 to the contrarycontrary and the Borrowers and the Administrative Agent may amend Section 2.17 to implement any Refinancing Amendment.
(e) If the Refinancing Arranger is not the Administrative Agent, the actions authorized to be taken by the Incremental Arranger herein shall be done in consultation with the Refinancing Arranger and, with respect to the preparation of any documentation necessary or appropriate to carry out the provisions of this Section 2.26 (including amendments to this Agreement and the other Loan Documents), any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein.
Appears in 2 contracts
Sources: Incremental and Refinancing Amendment (Powerschool Holdings, Inc.), First Lien Credit Agreement (Powerschool Holdings, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness (which shall, for purposes of this Section 2.21, notwithstanding anything to the contrary in the definition of Credit Agreement Refinancing Indebtedness, be secured by the Collateral on a pari passu basis with the other Secured Obligations and guaranteed by the Guarantors) in respect of (ia) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans or Incremental Term Loans) or (iib) all or any portion of the Incremental Revolving Credit Loans (or unused Incremental Revolving Credit Loan Commitments) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing (including interest, fees and premiums) and optional prepayment (or redemption) terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced thereof and (yii) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing proceeds of such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to applied, substantially concurrently with the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andincurrence thereof, to the extent reasonably requested by prepayment of the Administrative AgentIndebtedness being so refinanced or replaced, receipt by as the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)case may be. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.21 shall be in an aggregate principal amount that is (x) not less than $25,000,000 10,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsthereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.21.
(b) This Notwithstanding anything to the contrary, this Section 2.15 2.21 shall supersede any provisions in Section 2.13 2.18 or Section 11.01 9.02 to the contrary.
Appears in 2 contracts
Sources: First Lien Term Loan Credit Agreement (Tronox LTD), First Lien Term Loan Credit Agreement (Tronox LTD)
Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, obtain (i) from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect the form of Refinancing Loans or Refinancing Commitments, in each case pursuant to a Refinancing Amendment, or (iii) from any bank, other financial institution or institutional investor that agrees to provide any portion of any Credit Agreement Refinancing Indebtedness in any other form, such other Credit Agreement Refinancing Indebtedness, in each case to refinance (and to reduce on a dollar-for-dollar or greater basis) all or any portion of the Term Loans and/or Commitments then outstanding under this Agreement Agreement.
(which for purposes of this clause (ib) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall will be subject only to the satisfaction on the date thereof of each such of the conditions set forth in Section 4.02 and, to the extent reasonably Sections 3.1 and 3.2 as may be requested by the Administrative Agent, receipt by the Administrative Agent providers of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement applicable Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to other conditions as the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsmay agree. The Administrative Agent shall will promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall will be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Loans and/or Refinancing Commitments incurred or extended pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments or Revolving Loans subject thereto as Other Refinancing Term Loans or Refinancing Revolving Loans, Other Revolving respectively).
(c) Each issuance of Credit LoansAgreement Refinancing Indebtedness under Section 2.27(a) shall be in an aggregate principal amount that is not less than $5,000,000.
(d) No Lender (or any successor thereto) shall have any obligation, Other Revolving express or implied, to provide any portion of any requested Credit Commitments and/or Other Term Commitments)Agreement Refinancing Indebtedness, and any decision by a Lender to provide any portion of any such Indebtedness shall be made in its sole discretion independently from any other Lender. Any Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment mayAmendment, without the consent of any Person other Lendersthan the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), the Borrower and the Persons providing the applicable Refinancing Loans and/or Refinancing Commitments, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In additionSection 2.27, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) . This Section 2.15 2.27 shall supersede any provisions in Section 2.13 2.21 or Section 11.01 10.2 to the contrary.
(e) Refinancing Loans and/or Refinancing Commitments may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to make all or any portion of any Refinancing Loan) or by any Additional Refinancing Lender on terms permitted by this Section 2.27; provided that the Administrative Agent and each Issuing Bank will have consented (in each case, such consent not to be unreasonably withheld, conditioned or delayed) to any such Person’s providing Refinancing Loans or Refinancing Commitments if such consent would be required under Section 10.4(b)(iii), respectively, for an assignment of Loans or Commitments to such Person.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Repay Holdings Corp), Revolving Credit and Term Loan Agreement (Repay Holdings Corp)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other First Lien Term Loans) or ), (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case) and (iii) all or any portion of First Lien Incremental Equivalent Debt, in the form of either (x) Other First Lien Term Loans or Other First Lien Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank be secured by the Collateral on a pari passu or junior basis with the Secured Obligations (and subordinate) in right if secured, subject to the terms of payment and of security with the other Loans and Commitments hereunderFirst/Second Lien Intercreditor Agreement and/or a Customary Intercreditor Agreement, as applicable), (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, and (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date Net Proceeds of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness thanshall be applied, substantially concurrently with the Refinanced Debt (except for covenants incurrence thereof, to the prepayment of outstanding Term Loans or other provisions applicable exclusively to periods commencing after reduction of Revolving Commitments being so refinanced or the Latest Maturity Date at prepayment, satisfaction and discharge or redemption of outstanding First Lien Incremental Equivalent Debt, as the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness case may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedbe. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 as agreed between the lenders providing such Credit Agreement Refinancing Indebtedness and the Borrower and, to the extent reasonably requested by the First Lien Administrative Agent, receipt by the First Lien Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the First Lien Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.21 shall be in an aggregate principal amount that is (x) not less than $25,000,000 10,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless such amount represents the total outstanding amount of Borrower and the Refinanced DebtFirst Lien Administrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of CreditCredit for the account of the Borrower, or the provision to the Borrower of Swing Line Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Swingline Loans under the Revolving Credit Commitments; provided that no Issuing Bank or Swingline Lender shall be required to act as “issuing bank” or “swingline lender” under any such Refinancing Amendment without its written consent. The First Lien Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other First Lien Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other First Lien Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other First Lien Loan Documents as may be necessary or appropriate, in the reasonable opinion of the First Lien Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.21 (including, in connection with an Incremental Revolving Commitment Increase or Additional/Replacement Revolving Commitments, to reallocate Revolving Exposure on a pro rata basis among the relevant Revolving Lenders). In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Bank, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.21 shall supersede any provisions in Section 2.13 2.18 or Section 11.01 9.02 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Sotera Health Co), Credit Agreement (Sotera Health Topco, Inc.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in the form (a) of Other Term Loans or Other Term Commitments in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) ), or (iib) Other Revolving Loans or Other Revolving Commitments in respect of all or any portion of the Revolving Credit Loans (or and unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments)Agreement, in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and and/or of security with the other Loans and Commitments hereunder, or shall be unsecured, in each case subject to intercreditor arrangements (which may take the form of modifications to the payment or collection “waterfall” provisions in the Loan Documents) reasonably acceptable to the Administrative Agent, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced refinanced, and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced and refinanced, (iv) will have terms and conditions (other than pricingthat are substantially identical to, optional prepayment and subordination terms) that are, taken as a whole, not materially more or less favorable to the investors Lenders providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt and (except for covenants or other provisions applicable exclusively vi) will be applied, on a pro rata basis, to periods commencing after the Latest Maturity Date at the time Loans and Commitments subject to such Indebtedness is incurred)proposed refinancing; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.21 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans 5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debtthereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit, Credit for the account of the Borrower or the provision to the Borrower of Swing Line Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Swingline Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment and shall make available to the Lenders a copy of any such Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Bank, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.21 shall supersede any provisions in Section 2.13 2.18 or Section 11.01 9.02 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (TA Holdings 1, Inc.), Credit Agreement (TA Holdings 1, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Indebtedness Debt in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Indebtedness Debt:
(i) will shall not be unsecured or will permitted to rank pari passu or junior (and subordinate) senior in right of payment and of or security with to the other Loans and Commitments hereunder, ;
(ii) will have such pricing and pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrower and the Lenders thereof, ;
(iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions (other than pricingthat are either substantially identical to, optional prepayment and subordination terms) that areor, taken as a whole, not materially more less favorable to the investors Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Indebtedness Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt (except for covenants or other provisions applicable exclusively shall be applied, substantially concurrently with the incurrence thereof, to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)prepayment of outstanding Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Indebtedness Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Indebtedness Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth referenced in Section 4.02 4.1(n) (unless waived by the Lenders providing such Permitted Credit Agreement Refinancing Debt) and, to the extent reasonably requested by the Administrative Agent, be subject to the receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 4.1.
(other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (xb) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Indebtedness Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Commitments). .
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(bd) This Notwithstanding anything to the contrary in this Agreement, this Section 2.15 2.20 shall supersede any provisions in Section 2.13 Sections 2.12 or Section 11.01 10.1 to the contrarycontrary and the Borrower and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 2 contracts
Sources: Credit Agreement (Mueller Water Products, Inc.), Term Loan Credit Agreement (Mueller Water Products, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower Holdings may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in the form of (x) Refinancing Term Loans or Refinancing Term Loan Commitments in respect of (i) all or any portion of the any Class of Term Loans then outstanding under this Agreement (which for purposes purpose of this clause (ix) will be deemed to include any then outstanding Other Refinancing Term Loans) or (iiy) Refinancing Revolving Loans or Refinancing Revolving Commitments in respect of all or any portion of the any Revolving Credit Loans (or and the unused Revolving Credit Commitments) then outstanding under this Agreement (which for the purposes of this clause (iiy) will be deemed to include any then outstanding Other Refinancing Revolving Credit Loans and Other any Refinancing Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Term Loans, Refinancing Revolving Loans and Refinancing Revolving Commitments (iA) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (iiB) will have such pricing (including interest rates, rate floors, fees, original issue discounts and premiums) and, subject to Section 2.11, optional and mandatory prepayment terms as may be agreed by the Borrower Borrowers and the Lenders thereof, (iiiC) (x) with respect to any Other Refinancing Revolving Credit Loans or Other Refinancing Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced Revolving Facility Maturity Date and (y) with respect to any Other the Refinancing Term Loans or Other Term CommitmentsLoans, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Class of Loans being refinanced and (ivD) will have terms and conditions that are otherwise consistent with the applicable requirements set forth in the definition of “Credit Agreement Refinancing Indebtedness.”
(b) In the case of any partial refinancing of any Class of Loans or Commitments made pursuant to this Section 2.19 other than pricingwith Refinancing Term Loans, optional prepayment and subordination terms) Refinancing Revolving Loans or Refinancing Revolving Commitments, in the event that are, taken as a whole, not materially more favorable to the investors providing All-in Yield for such Credit Agreement Refinancing Indebtedness thanincurred with respect of such partial refinancing is more than 0.50% per annum greater than the All-in Yield for the Class of Loans or Commitments being partially refinanced, then the Refinanced Debt (except for covenants Applicable Margin in respect of such Loans or other provisions applicable exclusively Commitments of the same Class not so refinanced shall be increased to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, extent necessary so that the terms and conditions applicable to All-in Yield for such Credit Agreement Refinancing Indebtedness may provide shall not be more than 0.50% per annum greater than the All-in Yield for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Loans.
(c) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction satisfaction, on the date thereof (each, a “Refinancing Amendment Closing Date”), of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)Refinancing Amendment. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.19 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans 15,000,000 and (y) an integral multiple of $1,000,000 5,000,000 in excess thereof unless (or such amount represents the total outstanding lesser amount of the Indebtedness being Refinanced Debtas is then outstanding). Any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line LoansBorrowers, pursuant to any Other Refinancing Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit CommitmentsCommitments hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Term Loans, Other Refinancing Term Loan Commitments, Refinancing Revolving Credit Loans, Other Loans and/or Refinancing Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Bank, participations in Letters of Credit expiring on or after the Revolving Credit Facility Maturity Date shall be reallocated from Revolving Lenders holding Revolving Credit Commitments hereunder to Revolving Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Refinancing Revolving Lenders holding Refinancing Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(bd) This Section 2.15 shall supersede any provisions Notwithstanding anything contained in Section 2.13 or Section 11.01 10.02 to the contrary, any Refinancing Amendment may, without the consent of any Lender not providing Credit Agreement Refinancing Indebtedness on such Refinancing Amendment Closing Date, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers to effect the provision of this Section 2.19.
Appears in 2 contracts
Sources: Credit Agreement (TiVo Corp), Credit Agreement (Rovi Corp)
Refinancing Amendments. (a) At any time after the Closing Restatement Effective Date, the Borrower may obtain, obtain from any Lender or any Additional Lender, Lender Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of any Class(es) of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) purpose will be deemed to include any then outstanding Other Class(es) of Loans, Extended Term Loans) , Refinancing Term Loans or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit CommitmentsIncremental Term Loans), in each case, in the form of either (x) Other Refinancing Term Loans or Other Refinancing Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (xexcept as otherwise provided in Sections 2.05(a)(i), 2.05(b)(iii) with respect and 2.05(c)(i) or as may be agreed to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to by the maturity date of Loans (or unused Commitments) being refinanced Lenders and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors Additional Lenders providing such Credit Agreement Refinancing Indebtedness thanin the respective Refinancing Amendment, each Class of Refinancing Term Loans shall be prepaid and repaid (or offered to be repaid in the case of Section 2.05(c)) on a pro rata basis with all voluntary prepayments and mandatory prepayments (other than amortization payments) of the other Classes of Loans and (iv) otherwise be treated hereunder no more favorably, including with respect to covenants and events of default, than the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)Debt; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in such Refinancing Amendment and Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Restatement Effective Date under Section 4.01 (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (including Mortgage amendments) in order to ensure that the Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. Each Class tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Refinancing Term Commitments). Any , (ii) provide certain class protection to the Lenders and Additional Lenders providing such Credit Agreement Refinancing Amendment mayIndebtedness with respect to voluntary prepayments and mandatory prepayments, without (iii) make such other changes to this Agreement and the consent other Loan Documents consistent with the provisions and intent of any other Lenders, the second paragraph of Section 10.01 and (iv) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Michaels Companies, Inc.), Credit Agreement (Michaels Stores Inc)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, and (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date Net Proceeds of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness thanshall be applied, substantially concurrently with the Refinanced Debt (except for covenants incurrence thereof, to the prepayment of any outstanding Term Loans or other provisions applicable exclusively to periods commencing after reduction of Revolving Commitments being so refinanced, as the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness case may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedbe. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to as agreed between the extent reasonably requested by lenders providing such Credit Agreement Refinancing Indebtedness and the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)Borrower. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.21 shall be in an aggregate principal amount that is (x) not less than $25,000,000 10,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless such amount represents the total outstanding amount of Borrower and the Refinanced DebtAdministrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments; provided that no Issuing Bank shall be required to act as “issuing bank” under any such Refinancing Amendment without its written consent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Bank, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) If, in connection with any proposed Refinancing Amendment with respect to any Class of Loans, any Lender of such Class declines to provide any portion of the Credit Agreement Refinancing Indebtedness on the terms provided by the other Lenders providing such Credit Agreement Refinancing Indebtedness (each such Lender, a “Non-Refinancing Lender”) then the Borrower may, on notice to the Administrative Agent and the Non-Refinancing Lender, (i) cause such Lender to (and such Lender shall be obligated to (and to the extent such Non-Refinancing Lender does not execute such Refinancing Amendment, such Refinancing Amendment shall nonetheless be effective without such signature of the Non-Refinancing Lender)) assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all or any part of its interests, rights and obligations under this Agreement in respect of the Loans and Commitments of the applicable Class to one or more Eligible Assignees (which Eligible Assignee may be another Lender, if a Lender accepts such assignment) in connection with such Refinancing Amendment; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender; provided, further, that (a) such Non-Refinancing Lender shall have received payment of an amount equal to the outstanding principal of the Loans of the applicable Class assigned by it pursuant to this Section 2.21(b), accrued interest thereon, accrued fees and all other amounts (including any amounts under Section 2.11) payable to it hereunder from the Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) and (b) no processing and recordation fee specified in Section 9.04(b) shall be payable in connection therewith.
(c) This Section 2.15 2.21 shall supersede any provisions in Section 2.13 2.18 or Section 11.01 9.02 to the contrary.
Appears in 2 contracts
Sources: Repricing Amendment (Simply Good Foods Co), Repricing Amendment (Simply Good Foods Co)
Refinancing Amendments. (a) At any time after the Closing Restatement Date, the Borrower Borrowers may obtain, from any Term Loan Lender, any Incremental Term Lender providing Incremental Term Loans or any Additional LenderIncreasing Revolving Lender increasing their Revolving Credit Commitments and providing Revolving Credit Loans, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then or Revolving Credit Loans then-outstanding under this Agreement (which for the purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andRefinancing Notes, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower Borrowers and the Lenders thereof, (iiiii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other the Term Loans or Other Term CommitmentsRevolving Credit Loans being refinanced, will have a maturity date that is not prior to the maturity date ofas appropriate, and will have a Weighted Average Life to Maturity that is not shorter than, (iii) the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing proceeds of such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to applied, substantially concurrently with the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andincurrence thereof, to the extent reasonably requested by prepayment of outstanding Term Loans or Revolving Credit Loans, as appropriate (and in the Administrative Agentcase of a prepayment of Revolving Credit Loans, receipt by the Administrative Agent a corresponding amount of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative AgentRevolving Credit Commitments shall be permanently reduced). Each Class class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 5.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans 5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsthereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees agreed that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term CommitmentsRefinancing Notes). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Notwithstanding anything to the contrary, this Section 2.15 5.15 shall supersede any provisions in Section 2.13 4.5(b)(vii), Section 5.6 or Section 11.01 14.2 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Aci Worldwide, Inc.), Amendment Agreement (Aci Worldwide, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender, obtain Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (iia) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Extended Revolving Credit CommitmentsLoans), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness that, notwithstanding anything to the contrary in this Section 2.14 or otherwise, (i1) will be unsecured or will rank pari passu or junior the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and subordinate) in right of payment and of security with the other Loans and Commitments hereunderrelated outstandings), (iiB) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to repayments required upon the maturity date of Loans (or unused Commitments) being refinanced the Other Revolving Commitments and (yC) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Term Loans or Other Term Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, will have (2) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced than such Class and (iv3) will have terms assignments and conditions (other than pricing, optional prepayment participations of Other Revolving Commitments and subordination terms) that are, taken as a whole, not materially more favorable to Other Revolving Loans shall be governed by the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other same assignment and participation provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms Revolving Commitments and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedRevolving Loans. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and4.02, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with opinions reasonably requested by the Administrative Agent relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date under Section 4.01 (other than changes to and, if such legal Refinancing Amendment is entered into on or after the First Amendment Effective Date, those covered in the collateral-related opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to delivered on the Administrative AgentFirst Amendment Effective Date). No Lender shall have any obligation to participate in any Refinancing Amendment. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.14(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans 5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. thereof.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Revolving Loans and Other Revolving Credit LoansCommitments, Other Revolving Credit Commitments and/or Other Term Commitmentsas applicable). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect the provisions of this SectionSection 2.14.
(c) The Loans and Commitments established pursuant to this Section 2.14 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and the Liens created by the Pledge Agreement. In additionSubject to Section 6.09, if so provided in the relevant Loan Parties shall take any actions reasonably requested by the Administrative Agent to ensure and/or demonstrate that the Liens granted by the Pledge Agreement continue to secure all Obligations and continue to be perfected under the UCC or otherwise after giving effect to the applicable Refinancing Amendment.
(d) To the extent the Revolving Commitments are being refinanced on the effective date of any Refinancing Amendment, then each of the Revolving Lenders having a Revolving Commitment prior to the effective date of such Refinancing Amendment (such Revolving Lenders, the “Pre-Refinancing Revolving Lenders”) shall assign or transfer to any Revolving Lender which is acquiring an Other Revolving Commitment on the effective date of such amendment (the “Post-Refinancing Revolving Lenders”), and with such Post-Refinancing Revolving Lenders shall purchase from each such Pre-Refinancing Revolving Lender, at the consent of each L/C Issuerprincipal amount thereof, participations such interests in Revolving Loans and participation interests in Letters of Credit expiring (but not, for the avoidance of doubt, the related Revolving Commitments) outstanding on or after the Revolving Credit Maturity Date effective date of such Refinancing Amendment as shall be reallocated from necessary in order that, after giving effect to all such assignments or transfers and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Refinancing Revolving Lenders holding and Post-Refinancing Revolving Credit Commitments to Lenders holding extended revolving commitments ratably in accordance with their Revolving Commitments and Other Revolving Commitments, as applicable, after giving effect to such Refinancing Amendment (and after giving effect to any Revolving Loans made on the terms effective date of such Refinancing Amendment; provided). Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designated by the Administrative Agent and shall not be required to be effectuated in accordance with Section 11.06. For the avoidance of doubt, however, that such Revolving Loans and participation interests in Letters of Credit assigned or transferred and purchased pursuant to this Section 2.14(d) shall, upon receipt thereof by the relevant Lenders holding Post-Refinancing Revolving Credit CommitmentsLenders, be deemed to be Other Revolving Loans and participation interests in Letters of Credit in respect of the relevant Class of Other Revolving Commitments acquired by such Post-Refinancing Revolving Credit Commitments Lenders on the relevant amendment effective date and the terms of such Revolving Loans and participation interests (including, without limitation, the commission interest rate and maturity applicable thereto) shall be adjusted accordingly.
(be) This Section 2.15 shall supersede any provisions in Section 2.13 2.12, Section 11.01 or Section 11.01 11.08 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness under this Agreement in respect of (i) all or any portion of the any Incremental Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans and related extensions of credit (or unused Revolving Credit Loan Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each caseAgreement, in the form of either (x) Other Term Loans or Other Term Loan Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinateor, at the Borrower’s option, junior) in right of payment and of security with the other Loans and Commitments hereunder, (ii) shall not be secured by any assets not constituting Collateral and shall not be guaranteed by any entity that is not a Subsidiary Guarantor, (iii) will have such pricing pricing, fees, optional prepayments or redemption terms and optional prepayment terms premiums as may be agreed by the Borrower and the Lenders lenders thereof, (iiiiv) (x) with respect to will, in the case of any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to Agreement Refinancing Indebtedness in the maturity date form of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Loan Commitments, share ratably in (or, if junior in right of payment or as to security, on a junior basis in respect of) any prepayments of Term Loans (unless the Other Term Loans agree to participate on a less than pro rata basis in any voluntary or mandatory prepayments or repayments), (v) will, in the case of any Credit Agreement Refinancing Indebtedness in the form of Other Revolving Loans or Other Revolving Commitments, provide that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Loan Commitments, (2) subject to the provisions of Section 2.01(d) and Section 3.07 to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exists Revolving Loan Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated by Lenders holding Other Revolving Commitments on a pro rata basis with all Lenders with Revolving Loan Commitments in accordance with their percentage of the Other Revolving Loan Commitments and Revolving Loan Commitments (and except as provided in Section 2.01(d) and Section 3.07, without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, other Revolving Loan Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Loan Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Initial Revolving Loan Commitments and Initial Revolving Loans, (vi) in the case of any Credit Agreement Refinancing Indebtedness that is (x) pari passu, shall be subject to the First Lien Intercreditor Agreement and (y) junior to the Obligations under this Agreement with respect to security, shall be subject to the Junior Lien Intercreditor Agreement, (vii) in the case of any Other Revolving Loans and Other Revolving Commitments, will have a maturity date that is not contain any mandatory prepayment or commitment reduction provisions other than any such provisions applicable to the then-existing Revolving Loans and Revolving Loan Commitments prior to the maturity date of, Latest Maturity Date with respect to any then in effect Revolving Loans and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced Revolving Commitments and (ivviii) will have terms and conditions that are substantially identical to, or (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially ) no more favorable (as reasonably determined by the Borrower) to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)Debt; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.17 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans 15,000,000 and (y) an integral multiple of $1,000,000 5,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. thereof.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Revolving Loans and/or Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.17. In addition, if so provided in the relevant Refinancing Amendment and with case of the consent provision of each L/C Issuerany Other Revolving Commitments, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date and Swingline Loans shall be reallocated from Lenders holding existing Revolving Credit Loan Commitments to Lenders holding extended revolving commitments in accordance with Other Revolving Commitments as needed to reflect the terms revised Revolving Percentages of such Refinancing Amendment; providedthe various Revolving Lenders. For the avoidance of doubt, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) no existing Lender shall be adjusted accordinglyobligated to provide any Credit Agreement Refinancing Indebtedness.
(bc) Credit Agreement Refinancing Indebtedness may also be incurred outside of this Agreement, subject to the relevant requirements of Section 10.04, the definition of Credit Agreement Refinancing Indebtedness, the satisfaction of Section 2.17(a)(v), if applicable, and, except with respect to Permitted Unsecured Refinancing Debt, Section 2.17(a)(vi), and the various component defined terms as used therein.
(d) This Section 2.15 2.17 shall supersede any provisions in Section 2.13 2.07, 2.08, 13.06 or Section 11.01 13.10 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (PPL Energy Supply LLC), Credit Agreement (Talen Energy Holdings, Inc.)
Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the any Class of Term Loans and the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Extended Term Loans, Other Term Loans or Incremental Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Loans, Other Term Loan Commitments, Other Revolving Credit Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such notwithstanding anything to the contrary in this Section 2.16 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior Commitments (and subordinate) in right of payment and of security with the other Loans and Commitments hereunderrelated outstandings), (iiB) will have such pricing repayments required upon the Maturity Date of the Other Revolving Credit Commitments and optional prepayment terms as may be agreed by the Borrower (C) repayment of principal made in connection with a permanent repayment and the Lenders thereof, termination of commitments (iiisubject to clause (3) (xbelow)) of Loans with respect to Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Loans or Other Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, will have a maturity date that is not prior (2) subject to the maturity date provisions of Section 2.03(l) and Section 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (or unused Commitmentsand except as provided in Section 2.03(l) being refinanced and (y) Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Other Revolving Credit Commitments after the date of obtaining any Other Term Loans or Other Term Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, will have except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a maturity date that is not prior better than a pro rata basis as compared to the maturity date of, and will have any other Class with a Weighted Average Life to later Maturity that is not shorter than, the Loans being refinanced Date than such Class and (iv4) will have terms assignments and conditions (other than pricing, optional prepayment participations of Other Revolving Credit Commitments and subordination terms) that are, taken as a whole, not materially more favorable to Other Revolving Credit Loans shall be governed by the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other same assignment and participation provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms Revolving Credit Commitments and conditions applicable to such Revolving Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Loans.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.10 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.16(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. thereof.
(d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect the provisions of this Section. In additionSection 2.16, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Bloomin' Brands, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) , New Term Loans or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit CommitmentsExtended Term Loans), in each case, in the form of either (x) Other Term Loans or Other Term Loan Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that (A) such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security Collateral with the other Loans and Commitments hereunder, (iiB) such Credit Agreement Refinancing Indebtedness will have such pricing and optional prepayment terms as may be agreed by the Borrower Borrowers and the Lenders thereofthereof (provided that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (iiiC) (x) with respect to any Other Revolving such Credit Loans or Other Revolving Credit Commitments, Agreement Refinancing Indebtedness will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to later than the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced refinanced, (D) subject to clauses (B) and (ivC) above, such Credit Agreement Refinancing Indebtedness will have terms and conditions (other than pricingthat are substantially identical to, optional prepayment and subordination terms) that are, taken as a whole, not materially more or less favorable to (as reasonably determined by the Borrowers) the lenders or investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt and (except for covenants or other provisions applicable exclusively E) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)prepayment of outstanding Term Loans being so refinanced; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Borrowers and the Lenders thereof and applicable only during periods after the then Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedDate. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 5.2 (and for purposes thereof the incurrence of the Credit Agreement Refinancing Indebtedness shall be deemed to be a irrevocable notice pursuant to Section 2.2) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements certificates, in each case consistent with those delivered on the Closing Date under Section 4.01 5.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent), and customary reaffirmation agreements. Each Class Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.29(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof thereof, unless such amount represents otherwise agreed by the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit CommitmentsAdministrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Loan Commitments). .
(b) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect the provisions of this Section. In additionNotwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.29 and, if so provided in the relevant Refinancing Amendment and Administrative Agent seeks such advice or concurrence, it shall be permitted to enter into such amendments with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments Borrowers in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the terms of Borrowers unless and until it shall have received such Refinancing Amendmentadvice or concurrence; provided, however, however that such participation interests shall, upon receipt thereof whether or not there has been a request by the relevant Lenders holding Revolving Credit CommitmentsAdministrative Agent for any such advice or concurrence, be deemed to be participation interests in respect of all such Revolving Credit Commitments and amendments entered into with the terms of such participation interests (including, without limitation, Borrowers by the commission applicable thereto) Administrative Agent hereunder shall be adjusted accordinglybinding and conclusive on the Lenders.
(bc) This Section 2.15 2.29 shall supersede any provisions in Section 2.13 2.18 or Section 11.01 10.1 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Vince Holding Corp.), Credit Agreement (Apparel Holding Corp.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (iib) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (xi) Other Term Loans or Other Term Commitments or (yii) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness (i) will shall be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security applied, substantially concurrently with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders incurrence thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date prepayment of Loans (or unused Commitments) being refinanced and (y) with respect to any Other outstanding Term Loans or Other Term Commitmentsreduction of Revolving Commitments being so refinanced, will have a maturity date that is not prior to as the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)case may be; provided, further, that that, without limitation, the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during to periods after the Latest Maturity Date at the time of the applicable Refinancing Amendment (it being understood that, to the extent that any financial maintenance covenant and any related equity cure or any other covenant is in effect on added for the date benefit of any such Credit Agreement Refinancing Indebtedness, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant and any related equity cure or other covenant is either (x) also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness (y) only applicable after the Latest Maturity Date at the time of any such Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative AgentAmendment). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.21 shall be in an aggregate principal amount that is (x) not less than $25,000,000 5,000,000 in the case of Other Term Loans or $10,000,000 5,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless such amount represents the total outstanding amount of Borrower and the Refinanced DebtAdministrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection (including changing the amortization schedule or extending the call protection or other terms of existing Term Loans in a manner required to make the Other Term Loans fungible with such Term Loans). In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Bank, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Notwithstanding anything to the contrary, this Section 2.15 2.21 shall supersede any provisions in Section 2.13 2.18 or Section 11.01 9.02 to the contrary.
Appears in 2 contracts
Sources: First Lien Credit Agreement (First Advantage Corp), First Lien Credit Agreement (First Advantage Corp)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower Borrowers may obtain, from any Lender or any Additional Revolving Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) Section will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that the Net Proceeds of such Credit Agreement Refinancing Indebtedness (i) will shall be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security applied, substantially concurrently with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders incurrence thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date reduction of Loans (or unused Commitments) Revolving Commitments being refinanced and (y) with respect to any Other Term Loans or Other Term Commitmentsso refinanced, will have a maturity date that is not prior to as the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)case may be; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.21 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof (in each case unless such amount represents the total outstanding amount of applicable Borrower and the Refinanced DebtAdministrative Agent otherwise agree). Any Refinancing Amendment may provide for the issuance of Letters of CreditCredit for the account of the Borrowers, or the provision to the Borrower Borrowers of Swing Line Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Swingline Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each applicable Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Revolving Loans and/or Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Bank, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Notwithstanding anything to the contrary, this Section 2.15 2.21 shall supersede any provisions in Section 2.13 2.18 or Section 11.01 9.02 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Endeavor Group Holdings, Inc.), Revolving Credit Agreement (Endeavor Group Holdings, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness under this Agreement in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans and related extensions of credit (or unused Revolving Credit Loan Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each caseAgreement, in the form of either (x) Other Term Loans or Other Term Loan Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu (or, at the Borrower’s option, in the case of Other Term Loans and Other Loan Term Commitments, junior in right of payment or junior (and subordinatesecurity) in right of payment and of security with the other Loans and Commitments hereunder, (ii) shall not be secured by any assets not constituting Collateral and shall not be guaranteed by any entity that is not a Subsidiary Guarantor, (iii) will have such pricing pricing, fees, optional prepayments or redemption terms and optional prepayment terms premiums as may be agreed by the Borrower and the Lenders lenders thereof, (iiiiv) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Loan Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Loan Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced (other than to the extent of nominal amortization for periods where amortization has been eliminated or reduced as a result of prepayments of such Term Loans), (v) will, in the case of any Credit Agreement Refinancing Indebtedness in the form of Other Term Loans or Other Term Loan Commitments, share ratably in (or if junior in right of payment or as to security, on a junior basis in respect of) any prepayments of Term Loans (unless the Other Term Loans agree to participate on a less than pro rata basis in any voluntary or mandatory prepayments or repayments), (vi) will, in the case of any Credit Agreement Refinancing Indebtedness in the form of Other Revolving Loans or Other Revolving Commitments, provide that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (ivC) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Loan Commitments, (2) subject to the provisions of Section 2.01(f) and Section 3.07 to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exists Revolving Loan Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Loan Commitments in accordance with their percentage of the Revolving Loan Commitments (and except as provided in Section 2.01(f) and Section 3.07, without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, other Revolving Loan Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Loan Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Initial Revolving Loan Commitments and Initial Revolving Loans, (vii) in the case of any Credit Agreement Refinancing Indebtedness that is (x) pari passu, shall be subject to the Intercreditor Agreement and (y) junior to the Obligations under this Agreement with respect to security, shall be subject to a customary intercreditor arrangements reasonably satisfactory to the Administrative Agent and (viii) will have terms and conditions that are substantially identical to, or (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially ) no more favorable (as reasonably determined by the Borrower) to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)Debt; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.17 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 5,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. thereof.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.17. In addition, if so provided in the relevant Refinancing Amendment and with case of the consent provision of each L/C Issuerany Other Revolving Commitments, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding existing Revolving Credit Loan Commitments to Lenders holding extended revolving commitments in accordance with Other Revolving Commitments as needed to reflect the terms revised RL Percentages of such Refinancing Amendment; providedthe various RL Lenders. For the avoidance of doubt, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) no existing Lender shall be adjusted accordinglyobligated to provide any Credit Agreement Refinancing Indebtedness.
(bc) Credit Agreement Refinancing Indebtedness may also be incurred outside of this Agreement, subject to the relevant requirements of Section 10.04, the definition of Credit Agreement Refinancing Indebtedness, the satisfaction of Section 2.17(a)(vii), if applicable, and, except with respect to Permitted Unsecured Refinancing Debt, Section 2.17(a)(viii), and the various component defined terms as used therein.
(d) This Section 2.15 2.17 shall supersede any provisions in Section 2.13 2.07, 13.06 or Section 11.01 13.10 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Dynegy Inc.), Credit Agreement (Dynegy Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower and, in the case of any Other Revolving Commitments, to the extent such consent would be required for an assignment of such Loans or Commitments pursuant to Section 9.04, the Issuing Bank (any such existing Lender or other Person being called an “Additional Refinancing Lender, ”) Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans constituting Term Loans) or (iib) all or any portion of the Revolving Credit Loans Commitments (or unused including the corresponding portion of the Revolving Credit CommitmentsLoans) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Commitments (including the corresponding portion of the Other Revolving Credit CommitmentsLoans), in each case), in the form of either (x) Other Term Loans or Other Term Commitments in the case of clause (a) or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andin the case of clause (b), in each case, case pursuant to a Refinancing Amendment; provided that (i) such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will shall rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will such Credit Agreement Refinancing Indebtedness shall have such pricing pricing, interest, fees, premiums and optional prepayment and redemption terms as may be agreed by Holdco, the Borrower and the Additional Refinancing Lenders thereof, (iii) (x) with respect to any Other Revolving such Credit Loans or Other Revolving Credit CommitmentsAgreement Refinancing Indebtedness shall only be secured by assets consisting of Collateral, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms the covenants, events of default and conditions guarantees of such Credit Agreement Refinancing Indebtedness (other than pricing, interest, fees, premiums and optional prepayment and subordination terms) that areprepayment), if not consistent with the terms of the Term Loans, shall not be materially more restrictive to the Loan Parties (as determined in good faith by the Borrower), when taken as a whole, not materially than the terms of the Term Loans unless (x) the Lenders of the Term Loans receive the benefit of such more favorable to the investors providing restrictive terms or (y) any such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing apply after the Latest Term Loan Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date (v) if such Credit Agreement Refinancing Indebtedness is issuedsecured on a junior basis to the Initial Term Loans or Initial Revolving Commitments, incurred or obtainedthe Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to the Second Lien Intercreditor Agreement. The effectiveness of any Refinancing Amendment shall be subject to such express conditions as are mutually agreed with the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)participating Additional Refinancing Lenders. Each Class of Credit Agreement Refinancing Indebtedness (other than in connection with an extension of the maturity of Term Loans, Revolving Loans or Revolving Commitments) incurred under this Section 2.15 2.21 shall be in an integral multiple of $1,000,000 (or, in the case of Credit Agreement Refinancing Indebtedness denominated in Euros, €1,000,000, or British Pounds, £500,000) and be in an aggregate principal amount that is (x) not less than $25,000,000 10,000,000 (or, in the case of Other Term Loans Credit Agreement Refinancing Indebtedness denominated in Euros, €10,000,000, or British Pounds, £7,500,000), provided that such amount may be less than $10,000,000 (or, in the case of Other Revolving Credit Loans and (yAgreement Refinancing Indebtedness denominated in Euros, €10,000,000, or British Pounds, £7,500,000) an integral multiple of $1,000,000 in excess thereof unless if such amount represents all the total outstanding remaining availability under the aggregate principal amount of Credit Agreement Refinancing Indebtedness set forth above. Subject to the Refinanced Debt. Any consent of the Issuing Banks, any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case thereby on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsthis Agreement before giving effect to such Refinancing Amendment. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary necessary, or reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.21 shall supersede any provisions in Section 2.13 or 2.18 and Section 11.01 9.02 to the contrary. Notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with the voluntary permanent repayment and termination of commitments) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Commitments, (2) subject to the provisions of Section 2.05(o) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Commitments with a longer maturity date and subject to the consent of the Issuing Bank, all Multicurrency Letters of Credit shall be participated on a pro rata basis by all Multicurrency Revolving Lenders in accordance with all other Multicurrency Revolving Commitments, all U.S. Letters of Credit shall be participated on a pro rata basis by all US Revolving Lenders in accordance with all other U.S. Revolving Commitments (and except as provided in Section 2.05(o), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a non-pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans.
Appears in 2 contracts
Sources: First Lien Credit Agreement (KC Holdco, LLC), First Lien Credit Agreement (KC Holdco, LLC)
Refinancing Amendments. (a) At any time after the Closing Date, the The Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, in each case, to refinance all or any portion of the Loans and Commitments hereunder (which for this purpose will be deemed to include any then outstanding Other Revolving Commitments, Other Revolving Loans and/or Other Term Loans), pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing pricing, fees (including upfront fees and OID), optional prepayment terms, redemption premiums and subordination terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date ofof the Class of Term Loans or Revolving Commitments being refinanced, and will have a Weighted Average Life to Maturity that is not shorter thanthan the remaining Weighted Average Life to Maturity of the Class of Term Loans being refinanced (if applicable) and (y) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date with respect to the Class of Revolving Commitments or Class of Term Loans being refinanced and (iv) except as otherwise permitted herein, will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a wholewhole that are substantially identical to, not materially or no more favorable to the investors Lenders providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt Debt; provided further that (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that x) the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedobtained and (y) the effectiveness of any Refinancing Amendment, together with the effectiveness of any increase in Revolving Commitments, shall not result in there being more than four separate maturity dates in effect for all Revolving Commitments. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 4.03(a) and (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agentb). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.19 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans 50,000,000 and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debtthereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line LoansBorrower, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit CommitmentsCommitments hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.19. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Bank, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments hereunder to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitmentssuch extended revolving commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments extended revolving commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.19 shall supersede any provisions in Section 2.13 2.17 or Section 11.01 9.02 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Windstream Holdings, Inc.), Credit Agreement (Windstream Services, LLC)
Refinancing Amendments. (a) At any time after After the Closing Restatement Date, the Initial Borrower may obtainobtain by written notice to the Administrative Agent, from any Lender or any Additional Replacement Lender, Credit Agreement Refinancing Indebtedness Amendment Debt in respect of (i) all or any portion of the Term Loans or Revolving Credit Loans then outstanding under this Agreement (which for purposes or Commitments then existing of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments)Class, in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness . Any Replacement Loans may participate on a pro rata basis or on a less than pro rata basis (i) will be unsecured or will rank pari passu or junior (and subordinatebut not on a greater than pro rata basis) in right of payment and of security with the other Loans and Commitments any voluntary or mandatory prepayments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by specified in the Borrower and the Lenders thereof, (iii) applicable Refinancing Amendment. Such notice shall set forth (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitmentsthe amount of the applicable Refinancing Amendment Debt, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect the date on which the applicable Refinancing Amendment Debt is to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced become effective and (ivz) whether such Refinancing Amendment Debt will have terms and conditions be made pursuant to Replacement Revolving Credit Commitments and/or Replacement Term Loans.
(other than pricing, optional prepayment and subordination termsb) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement The Initial Borrower may seek Refinancing Indebtedness than, the Refinanced Amendment Debt (except for covenants from existing Lenders or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedReplacement Lender. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 Sections 4.02(a), 4.02(b) and 4.02(c) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements substantially consistent with those delivered on the Closing Restatement Date under Section 4.01 4.01.
(other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form c) Each incurrence of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred Amendment Debt under this Section 2.15 2.17 shall be in an aggregate principal amount that is (x) of not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments5,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Amendment Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Replacement Loans and/or Replacement Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Initial Borrower, to effect the provisions of this SectionSection 2.17. In additionFor the avoidance of doubt, if so provided this Section 2.17 shall supersede any provisions in the relevant Section 10.01.
(d) It is understood that (w) any Lender approached to provide all or a portion of Refinancing Amendment and Debt may elect or decline, in its sole discretion, to provide such Refinancing Amendment Debt (it being understood that there is no obligation to approach any existing Lenders to provide any Replacement Commitment or Replacement Loan), (x) the Administrative Agent’s consent (such consent not to be unreasonably withheld) and, with respect to any Replacement Revolving Credit Commitment, the consent of each L/C IssuerIssuer that is a Lender and the Swing Line Lender shall be required with respect to any Person’s providing such Refinancing Amendment Debt if such consent would be required under Section 10.07 for an assignment of Loans or Commitments to such Person and (y) any Purchasing Borrower Party providing a Replacement Term Commitment shall be subject to the same restrictions set forth in Section 10.07(j) as it would otherwise be subject to with respect to any purchase by or assignment of Term Loans to such Purchasing Borrower Party and no Purchasing Borrower Party may provide any Replacement Revolving Credit Commitment or Revolving Credit Loan.
(e) Upon the effectiveness of any Replacement Revolving Credit Commitments pursuant to this Section 2.17, each Revolving Credit Lender with a Revolving Credit Commitment immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Replacement Lender with such Replacement Revolving Credit Commitment, and each such Replacement Lender will automatically and without further act be deemed to have assumed a portion of such existing Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations and any other adjustments that the Administrative Agent may deem necessary, the percentage of the aggregate outstanding participations hereunder in Letters of Credit expiring on or after the and Swing Line Loans held by each Revolving Credit Maturity Date shall be reallocated from Lenders holding Lender (including each such Replacement Lender) will equal the percentage of such L▇▇▇▇▇’s Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof Commitment divided by the relevant Lenders holding aggregate Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(bf) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 Notwithstanding anything to the contrarycontrary set forth herein, in no event shall there be more than one (1) outstanding Revolving Credit Commitment hereunder at any time.
Appears in 2 contracts
Sources: Amendment No. 1 (Global Business Travel Group, Inc.), Credit Agreement (Global Business Travel Group, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower and, in the case of any Other Revolving Commitments, the Administrative Agent, the Swingline Lender and the Issuing Bank (any such existing Lender or other Person being called an “Additional Refinancing Lender, ”) Credit Agreement Refinancing Indebtedness Debt in respect of (ia) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (iib) all or any portion of the Revolving Credit Loans Commitments (or unused including the corresponding portion of the Revolving Credit CommitmentsLoans) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Commitments (including the corresponding portion of the Other Revolving Credit CommitmentsLoans), in each case), in the form of either (x) Other Term Loans or Other Term Loan Commitments in the case of clause (a) or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andin the case of clauses (a) and (b), in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Debt (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing pricing, interest, fees, premiums and optional prepayment terms as may be agreed by the Borrower and the Additional Refinancing Lenders thereof, (iii) (x) with respect to not be secured by any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date assets that is do not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced constitute Collateral and (iv) except as permitted in clause (ii), will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, otherwise be treated hereunder no more materially favorably taken as a whole, not materially more favorable including with respect to covenants and events of default, in the investors providing such Credit Agreement Refinancing Indebtedness than, good faith determination of the Borrower than the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)Debt; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between by the Borrower and the applicable Additional Refinancing Lenders thereof and to the extent applicable only during periods after the Latest Maturity Date that is in effect as determined on the date such Credit Agreement Refinancing Indebtedness Debt is issued, incurred or obtained. .
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 5.2 and, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Loan Documents.
(c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred Debt under this Section 2.15 2.27(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. thereof.
(d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Debt incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In additionSection 2.27, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Davita Healthcare Partners Inc.)
Refinancing Amendments. (a1) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional LenderLender (it being understood that no Lender shall be required to provide any Other Loan without its consent), Credit Agreement Refinancing Indebtedness in respect of (i) Other Loans to refinance all or any portion of the Term applicable Class or Classes of Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed made pursuant to include any then outstanding Other Term Loan Commitments, in the case of Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed , and pursuant to include any then outstanding Other Revolving Credit Loans and Commitments, in the case of Other Revolving Credit Commitments)Loans, in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Other Loans and Other Revolving Commitments (i) will be unsecured or will shall rank pari passu or junior (and subordinate) equal in priority in right of payment and of security with the other Loans and Commitments hereunder, (ii) will shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any First Lien Obligations under this Agreement and, if secured on a junior basis, shall be subject to an applicable Intercreditor Agreement(s), (iii) if secured, shall not be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (iv) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, (v)(A) shall have such pricing interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and optional prepayment terms and premiums as may be agreed by the Borrower and the Lenders thereof and/or (B) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof, (iiivii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a final maturity date that is not prior to no earlier than, and, in the maturity date case of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term CommitmentsLoans, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter equal to or greater than, the Term Loans or Revolving Commitments being refinanced and (ivviii) will have such other terms and conditions (other than pricing, optional prepayment and subordination termsas provided in foregoing clauses (ii) through (vii)) that areeither, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Other Loans or Other Revolving Commitments (as determined by the Borrower in good faith), (2) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, not materially more favorable than the terms of such Class of Loans or Commitments being refinanced, except to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt extent necessary to provide for (except for x) covenants or and other provisions terms applicable exclusively to periods commencing any period after the Latest Maturity Date at of the time Loans in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date contain a Previously Absent Financial Maintenance Covenant that is in effect on prior to the date applicable Latest Maturity Date, such Credit Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility; provided further, that if (x) such Indebtedness that includes a Previously Absent Financial Maintenance Covenant consists of a revolving credit facility (whether or not the documentation therefor includes any other facilities) and (y) the applicable Previously Absent Financial Maintenance Covenant is included only for the benefit of such revolving credit facility, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness for the benefit of any Refinancing Amendment Term Facility hereunder or (3) if neither clause (1) or (2) are satisfied, such terms, provisions and documentation shall be subject otherwise reasonably satisfactory to the satisfaction Administrative Agent. Any Other Term Loans may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement or unless the date thereof Class of each Term Loans being refinanced was so entitled to participate on a greater than a pro rata basis in such mandatory prepayments, such Other Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (d)(i)), as specified in the applicable Refinancing Amendment. All Other Revolving Commitments shall provide that all borrowings under the applicable Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Other Revolving Commitments (and related outstanding Other Revolving Loans), (2) repayments required upon the Maturity Date of the conditions set forth Revolving Commitments, (3) repayments made in Section 4.02 andconnection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments). In connection with any Refinancing Amendment, to the extent Borrower shall, if reasonably requested by the Administrative Agent, receipt deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Loans or Other Revolving Commitments are provided with the benefit of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 applicable Loan Documents.
(other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). 2) Each Class of Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments5.0 million. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Other Loans and/or Other Commitments as Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.15.
(b3) This Section 2.15 shall supersede any provisions in Section 2.12, 2.13 or Section 11.01 10.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (WideOpenWest, Inc.), Credit Agreement (WideOpenWest, Inc.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, obtain from any Lender or any Additional Lender, Lender Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (iib) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; , provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, thereof and (iii) (x) otherwise be treated hereunder no more favorably, including with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitmentscovenants and events of default, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); providedDebt, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.21 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt5,000,000. Any Refinancing Amendment may provide for the issuance of Letters of CreditCredit for the account of the Company, or the provision to the Borrower Company of Swing Line Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Swingline Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Skype S.a r.l.), Credit Agreement (Skype S.a r.l.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Indebtedness Debt in respect of (ix) all or any portion of the Term Loans then outstanding under this Agreement and/or (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (iiy) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for purposes or any existing Class of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Commitments, Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Amendment (except with respect to Permitted Credit Agreement Refinancing Indebtedness Debt in the form of notes); provided, such Permitted Credit Agreement Refinancing Debt:
(i) will may be unsecured or will (x) secured and rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (y) secured on a junior basis with the other Loans and Commitment hereunder, subject to entry into a customary intercreditor agreement that is reasonably acceptable to the Borrower and the Agent or (z) unsecured; provided that such Permitted Credit Agreement Refinancing Debt shall not be secured by any asset of the Borrower or any of its Subsidiaries other than the Collateral and shall not be guaranteed by any Person that is not a Loan Party;
(ii) will have such pricing pricing, interest rate, margins, fees, discounts, rate floors, premiums and (subject to clauses (iii) and (vi) below) optional prepayment and redemption terms as may be agreed by the Borrower and the Lenders thereof, ;
(iii) will not, (xA) in the case of Permitted Credit Agreement Refinancing Debt in the form of notes or that otherwise constitutes Specified Indebtedness, have scheduled repayment, amortization, mandatory prepayment provisions or sinking fund obligations (other than related to customary asset sale and change of control offers) that could result in prepayment of such notes prior to the date that is 91 days after the Latest Maturity Date then in effect and (B) in the case of Permitted Credit Agreement Refinancing Debt in the form of Other Revolving Commitments, have scheduled or mandatory commitment reductions prior to the Latest Maturity Date with respect to any Other the Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) Commitments being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and so refinanced;
(iv) will have any Permitted Credit Agreement Refinancing Debt shall be on terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors lenders or holders providing such Credit Agreement Refinancing Indebtedness thanthan those applicable to the Term Loans, Revolving Loans and/or Revolving Commitments being refinanced or replaced, as determined in good faith by a Responsible Officer of the Refinanced Debt Borrower in its reasonable judgment (except (1) for covenants or other provisions applicable exclusively only to periods commencing after the Latest Maturity Date of the Term Loans, Revolving Loans and Revolving Commitments existing at the time of such Indebtedness refinancing or replacement, (2) for pricing, interest rate, margins, fees, discounts, rate floors, premiums and optional prepayment and redemption terms and (3) any term or condition (including, without limitation, any financial maintenance covenant) to the extent that such term or condition is incurredalso added for the benefit of the Lenders under the Term Loans remaining outstanding immediately after such refinancing or replacement (in the case of Permitted Credit Agreement Refinancing Debt in the form of Other Term Loans, Other Term Commitments or notes) or the Revolving Loans and Revolving Commitments remaining outstanding immediately after such refinancing or replacement (in the case of Permitted Credit Agreement Refinancing Debt in the form of Other Revolving Loans or Other Revolving Commitments), it being understood that any such term or condition may be added to the Term Loans, Revolving Loans and/or Revolving Commitments remaining outstanding immediately after such refinancing or replacement by the Borrower without the necessity of obtaining the consent of the Agent or any Lender);
(A) the proceeds of such Permitted Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Loans being so refinanced plus accrued interest and premiums, if any, and fees and expenses incurred in connection with such Permitted Credit Agreement Refinancing Debt and (B) with respect to any Permitted Credit Agreement Refinancing Debt comprising Other Revolving Commitments, the commitments of the Revolving Credit Facility being so refinanced shall be automatically and permanently terminated immediately upon effectiveness of such Other Revolving Commitments; and
(vi) to the extent that such Other Term Loans and Other Revolving Commitments are secured and rank pari passu in right of payment with the other Loans and Commitments hereunder, such Other Term Loans and Other Revolving Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than pro rata basis) in mandatory repayments or prepayments with the other Loans and Commitments hereunder; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Indebtedness Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders lenders or holders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Indebtedness Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of (i) each of the conditions set forth in Section 4.02 and5.02, (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal customary opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on and (iii) such conditions as may be requested by the Closing Date under Section 4.01 providers of the applicable Permitted Credit Agreement Refinancing Debt. Permitted Credit Agreement Refinancing Debt may be provided by any existing Lender (other than changes it being understood that no exiting Lender shall have an obligation to such legal opinions resulting from a change in law, change in fact make all or change to counsel’s form any portion of opinion reasonably satisfactory to the Administrative Agent). any Permitted Credit Agreement Refinancing Debt) or by any Additional Lender.
(b) Each Class of Permitted Credit Agreement Refinancing Indebtedness Debt incurred under this Section 2.15 2.20 shall be in an aggregate principal amount that is either (xa) sufficient to refinance the entire outstanding amount of the applicable Class of Loans and/or Commitments being refinanced pursuant to this Section 2.20 or (b) not less than (x) $25,000,000 5,000,000 (or such lesser amount as agreed by the Agent in its discretion) in the case of Other a refinancing of Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless and (y) $1,000,000 (or such lesser amount represents as agreed by the total outstanding amount Agent in its discretion) in the case of the Refinanced Debta refinancing of Revolving Commitments or Revolving Loans and an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the initial Revolving Commitments. In addition, if so provided in the relevant Refinancing Amendment and Swing Line Loans under with the consent of each Issuer, participations in Letters of Credit expiring on or after the Latest Maturity Date applicable to the Revolving Credit Facility shall be reallocated from Lenders holding initial Revolving Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments. , be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(c) Notwithstanding anything to the contrary in this Section 2.20 or otherwise, (i) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (iii) below)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, (ii) all Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders with Revolving Commitments in accordance with their percentage of the Revolving Commitments, (iii) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (iv) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans.
(d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Indebtedness Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit LoansTerm Commitments, Other Revolving Credit Commitments Loans and/or Other Term Revolving Commitments). .
(e) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement Agreement, any intercreditor agreement (or to effect a replacement of any intercreditor agreement or put in place an intercreditor agreement, as applicable) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.20.
(bf) This Notwithstanding anything to the contrary in this Agreement, this Section 2.15 2.20 shall supersede any provisions in Section 2.13 Sections 2.16 or Section 11.01 to the contrarycontrary and the Borrower and the Agent may amend this Agreement and any other Loan Document to implement any Refinancing Amendment.
Appears in 2 contracts
Sources: Credit Agreement (Hanger, Inc.), Credit Agreement (Hanger, Inc.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the Term Loans attributable to the Borrower then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term LoansLoans and Incremental Term Loans attributable to the Borrower) or and/or (iib) all or any portion of the Revolving Credit Loans (or unused Unused Revolving Credit Commitments) attributable to the Borrower under a given Class under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Loans, Other Revolving Credit Commitments, Incremental Revolving Loans or Incremental Revolving Credit Commitments attributable to the Borrower), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Multicurrency Revolving Credit Loans or Commitments, Other Multicurrency Revolving Loans, Other US Revolving Credit Commitments andand Other US Revolving Loans, in each case, case pursuant to a Refinancing Amendment; provided that (i) such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with with, or at the option of the Borrower, may be junior in right of payment and/or security to the other Loans and Commitments hereunderof the Borrower hereunder (so long as, in the case of any such Credit Agreement Refinancing Indebtedness ranking junior in right of payment or security, such Credit Agreement Refinancing Indebtedness shall be subject to the Second-Lien Intercreditor Agreement or another Intercreditor Agreement, as applicable), (ii) such Credit Agreement Refinancing Indebtedness will have such pricing and optional prepayment call protection terms as may be agreed by the Borrower and the Lenders thereof, (iii) in the case of Credit Agreement Refinancing Indebtedness in the form of Other Term Loans, each Class of Other Term Loans shall be prepaid and repaid on a pro rata basis with all voluntary prepayments and mandatory prepayments (xbut not amortization payments) of the other Classes of Term Loans, except (1) as provided in the proviso appearing in Section 2.12(b)(i) and (2) the applicable Lenders and Additional Lenders providing any Class of Other Term Loans may elect in any given Refinancing Amendment to receive less than ratable treatment with respect to such prepayments, (iv) in the case of any Other Term Loans ranking junior in right of payment or security, limitations on voluntary and mandatory prepayments of the type described in Section 2.26 which are applicable to Incremental Term Loans ranking junior in right of payment or security shall also apply to such Other Term Loans, (v) in the case of any Other Revolving Credit Loans Commitments (and related Revolving Credit Exposure) ranking junior in right of payment or security, appropriate adjustments shall be made to this Agreement (including, without limitation, Sections 2.09, 2.12, and 2.13) to reflect the junior status of such Other Revolving Credit CommitmentsCommitments (and related Revolving Credit Exposure) and to provide separate junior letter of credit and swingline subfacilities that do not share ratably in the US L/C Exposure, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced US Swingline Exposure, the Multicurrency L/C Exposure and/or the Multicurrency Swingline Exposure, as applicable, and (yvi) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, does not contain any financial maintenance covenants (unless such financial maintenance covenants are added for the Refinanced Debt benefit of the holders of the corresponding Obligations under this Agreement) and does not contain any covenants that are materially more restrictive on the obligors thereunder than the covenants contained in this Agreement (except for covenants or other provisions applicable exclusively to periods commencing only after the Latest Maturity Date at on the time such Indebtedness is incurreddate of incurrence); provided, furtherhowever, that the terms and conditions applicable Borrower may elect to structure any such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or ranking junior in right of security to the other covenants or other provisions that are agreed between Loans and Commitments of the Borrower and hereunder under a separate credit facility, so long as such other credit facility otherwise complies with the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedprovisions of this Section 2.28. The effectiveness of any Refinancing Amendment shall be subject to (i) the condition that no Event of Default has occurred and is continuing or would result therefrom and (ii) the satisfaction on of such other conditions as may be agreed by the date thereof of each of Borrower and the conditions Lenders providing such Credit Agreement Refinancing Indebtedness and set forth in Section 4.02 a Refinancing Amendment and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or and (ii) reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to and/or such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory amendments to the Administrative Agent)Security Documents as may be reasonably requested by the Collateral Agent (including, to the extent reasonably necessary, mortgage amendments) in order to ensure that the Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. Any Other Term Loans, Other US Revolving Credit Commitments (and any corresponding US Revolving Credit Exposure) and/or Other Multicurrency Revolving Credit Commitments (any corresponding Multicurrency Revolving Credit Exposure) converted from or exchanged for (or the proceeds of which are used to refinance) any then-existing Term Loans or then-existing Revolving Credit Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any then-existing Class of Term Loans of the Borrower or any previously established Class or Series of Other Term Loans, Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments, as applicable. Each Class or Series of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.28 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in 20,000,000 (or such lesser amount to which the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced DebtAdministrative Agent may agree. Any Refinancing Amendment may provide for the issuance of US Letters of CreditCredit or Multicurrency Letters of Credit for the account of the Borrower, or the provision to the Borrower of Swing Line US Swingline Loans or Multicurrency Swingline Loans, pursuant to any Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitment, as applicable, established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Swingline Loans under the then-existing US Revolving Credit Commitments or Multicurrency Revolving Credit Commitments, as the case may be (it being understood that such Letters of Credit or Swingline Loans may have different pricing and maturity dates, but shall otherwise be treated as though they are a part of a single letter of credit or swingline facility, as applicable, with the then-existing US Revolving Credit Commitments or Multicurrency Revolving Credit Commitments, as the case may be) or otherwise reasonably acceptable to the Administrative Agent and any applicable swingline lender or letter of credit issuer. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing AmendmentAmendment (each, a “Refinancing Effective Date”). Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be amended (or deemed amended so amended) to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loan Commitments, Other Term Loans, Other US Revolving Credit Commitments, Other US Revolving Loans, Other Multicurrency Revolving Credit Commitments and/or Other Term Multicurrency Revolving Loans) and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 9.08(c). On any Refinancing Effective Date on which Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments are implemented pursuant to a Refinancing Amendment, subject to the satisfaction of the foregoing terms and conditions, (a) the US Revolving Loans or Multicurrency Revolving Loans of any existing Revolving Credit Lender who is providing such new Other US Revolving Credit Commitment or Other Multicurrency Revolving Credit Commitment, as the case may be, on such date and whose related existing US Revolving Credit Commitment or Multicurrency Revolving Credit Commitment, as the case may be, is being reduced on such date pursuant to Section 2.09(c) or (d), as the case may be, in connection therewith shall be converted into Other US Revolving Loans or US Multicurrency Revolving Loans, as the case may be, under such Lender’s new Other US Revolving Credit Commitment or Other Multicurrency Revolving Credit Commitment, as the case may be, being provided on such date in the same ratio as (x) the amount of such Lender’s applicable new Other Revolving Credit Commitment bears to (y) the aggregate amount of such Lender’s existing US Revolving Credit Commitment or Multicurrency Revolving Credit Commitment, as the case may be, prior to any reduction of such Lender’s existing US Revolving Credit Commitment or Multicurrency Revolving Credit Commitment, as the case may be, pursuant to Section 2.09(c) or (d), as the case may be, in connection therewith and (b) if such new Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments), as the case may be, are to be made a part of any then existing Class of Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments, as the case may be, each of the Revolving Credit Lenders with Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments, as the case may be, under such combined Class shall purchase from each of the other Lenders with Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments, as the case may be, thereunder at the principal amount thereof, such interests in the Other US Revolving Loans or Other Multicurrency Revolving Loans, as the case may be, under such Class of Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments so converted or outstanding on such Refinancing Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Other US Revolving Loans or Multicurrency Revolving Loans, as the case may be, of such Class will be held by all Revolving Credit Lenders with such Class of Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments, as the case may be, ratably in accordance with their respective Other US Revolving Credit Commitments or Other Multicurrency Revolving Credit Commitments of such Class. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in Section 2.28 and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This this Section 2.15 2.28 shall supersede any provisions in Section 2.13 2.19 or Section 11.01 9.08 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Ceridian HCM Holding Inc.), Credit Agreement (Ceridian HCM Holding Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the Term Loans (which for purposes of this sentence will be deemed to include any Incremental Term Loans or Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this clause (i) sentence will be deemed to include any then outstanding Other Term Incremental Revolving Loans) or (ii) all or any portion of the , Incremental Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding , Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will may be unsecured or will rank secured by Liens on the Collateral on a pari passu or junior (and subordinate) in right of payment and of security basis with respect to the Liens on the Collateral securing the other Loans and Commitments hereunderhereunder (provided that to the extent such Term Loans are secured by junior liens the applicable parties shall have entered into a customary intercreditor agreement reasonably satisfactory to the Administrative Agents and the Borrower), (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereofthereof (provided, that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced, (iv) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of the Revolving Commitments or the Other Revolving Commitments being so refinanced and (ivv) subject to clause (ii) above, will have terms and conditions that are substantially identical to, or no more favorable (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable ) to the lenders or investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt or such terms shall be current market terms (except as reasonably determined by the Borrower) for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)type of Indebtedness; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. .
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.20 shall be in an aggregate principal amount that is (x) not less than $25,000,000 10,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 10,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debtin each case. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Revolving Loans, Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Agents and the Borrower, to effect the provisions of this Section. In additionSection 2.20.
(c) Notwithstanding anything to the contrary in this Section 2.20 or otherwise, if so provided (i) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Loans or Other Revolving Commitments, (B) repayments required at maturity and (C) repayments made in the relevant Refinancing Amendment connection with a permanent repayment and termination of commitments (subject to clause (iii) below)) of Other Revolving Loans shall be made on a pro rata basis with the consent of each L/C Issuerall other Revolving Commitments, participations in (ii) all Swing Loans and Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from participated on a pro rata basis by all Lenders holding with Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with their Revolving Facility Percentage and (iii) the terms permanent repayment of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect Loans and termination of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglymade on a pro rata basis, except that the Borrower shall be permitted to permanently repay and terminate Revolving Commitments of any Class on a better than pro rata basis as compared to any other Class with a later maturity date than such Class.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Circor International Inc), Credit Agreement (Circor International Inc)
Refinancing Amendments. (a) At any time after After the Closing Date, the Borrower Borrowers may obtain, obtain from any Lender or or, subject to the restrictions set forth below, any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will shall be unsecured or will or, to the extent secured, shall rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans hereunder and Commitments hereunder, (ii) will will, to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness”, have such pricing pricing, interest rate margins, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions and terms as may be agreed by the Borrower Borrowers and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable (excluding pricing, interest rate margins, rate floors, discounts, fees and optional prepayment or redemption provisions to the extent permitted by the definition of “Credit Agreement Refinancing Indebtedness”) of such Credit Agreement Refinancing Indebtedness incurred pursuant to a Refinancing Amendment shall not be materially more favorable (when taken as a whole) to the lenders providing such Credit Agreement Refinancing Indebtedness than the corresponding terms of the Loans being replaced, as reasonably determined by the Borrowers in good faith (it being understood and agreed that this limitation shall not restrict the addition of any financial maintenance covenant or other terms and conditions to such Credit Agreement Refinancing Indebtedness may provide for any additional or different to the extent such financial maintenance covenant or other covenants or other provisions that are agreed between terms and conditions, as the Borrower and case may be, shall be added to the Lenders thereof and Loans remaining in the applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedAmendment hereto). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 2.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 2.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect the provisions of this SectionSection 1.12. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 1.12 shall supersede any provisions in Section 2.13 9.1 or Section 11.01 9.11 to the contrary. It is understood that (w) any Lender approached to provide all or a portion of a Credit Agreement Refinancing Indebtedness may elect or decline, in its sole discretion, to provide such Credit Agreement Refinancing Indebtedness (it being understood that there is no obligation to approach any existing Lenders to provide any Other Loan or commitments in respect thereof), (x) the Agent’s consent (such consent not to be unreasonably withheld) shall be required with respect to any Person’s providing such Credit Agreement Refinancing Indebtedness if such consent would be required under Section 9.9 for an assignment of Loans or Commitments to such Person and (y) any Affiliated Lender providing an Other Loan (or commitment in respect thereof) shall be subject to the same restrictions set forth in Section 9.9(g) as it would otherwise be subject to with respect to any purchase by or assignment of Loans to such Affiliated Lender.
Appears in 2 contracts
Sources: Credit Agreement (Charah Solutions, Inc.), Credit Agreement (Charah Solutions, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the Term Loans (which for purposes of this sentence will be deemed to include any Incremental Term Loans or Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this clause (i) sentence will be deemed to include any then outstanding Other Term Incremental Revolving Loans) or (ii) all or any portion of the , Incremental Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding , Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will may be unsecured or will rank secured by Liens on the Collateral on a pari passu or junior (and subordinate) in right of payment and of security basis with respect to the Liens on the Collateral securing the other Loans and Commitments hereunderhereunder (provided that to the extent such Term Loans are secured by junior liens the applicable parties shall have entered into a customary intercreditor agreement reasonably satisfactory to the Administrative Agent and the Borrower), (ii) will have such pricing (including, for the avoidance of doubt, any “most favored nation” pricing provision), interest rate margins (including whether such interest is payable in cash or in kind), rate floors, discounts, fees, premiums, prepayment premiums and optional prepayment terms as may be agreed by the Borrower and the Lenders thereofthereof (provided, that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced, (iv) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of the Revolving Commitments or the Other Revolving Commitments being so refinanced and (ivv) subject to clause (ii) above, will have terms and conditions that are substantially identical to, or no more favorable (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable ) to the lenders or investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt or such terms shall be current market terms (except as reasonably determined by the Borrower) for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)type of Indebtedness; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. .
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.20 shall be in an aggregate principal amount that is (x) not less than $25,000,000 10,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 10,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debtin each case. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Revolving Loans, Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In additionSection 2.20.
(c) Notwithstanding anything to the contrary in this Section 2.20 or otherwise, if so provided (i) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Loans or Other Revolving Commitments, (B) repayments required at maturity and (C) repayments made in the relevant Refinancing Amendment connection with a permanent repayment and termination of commitments (subject to clause (iii) below)) of Other Revolving Loans shall be made on a pro rata basis with the consent of each L/C Issuerall other Revolving Commitments, participations in (ii) all Swing Loans and Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from participated on a pro rata basis by all Lenders holding with Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with their Revolving Facility Percentage and (iii) the terms permanent repayment of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect Loans and termination of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglymade on a pro rata basis, except that the Borrower shall be permitted to permanently repay and terminate Revolving Commitments of any Class on a better than pro rata basis as compared to any other Class with a later maturity date than such Class.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Circor International Inc), Credit Agreement (Circor International Inc)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then or outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement Agreement, in the form of Other Term Loans (which for purposes of this clause (iior Other Term Loan Commitments) will be deemed to include any then outstanding or Other Revolving Credit Loans and (or Other Revolving Credit Commitments), in each case, in as the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andcase may be, in each case, case pursuant to a Refinancing Amendment); provided that such Credit Agreement Refinancing Indebtedness (i) will shall be unsecured or will rank secured by the Collateral, and Guaranteed by the Guarantors, on a pari passu or junior (and subordinate) in right of payment and of security basis with the Obligations pursuant to the Security Documents and shall not be secured by any property or assets other Loans and Commitments hereunderthan Collateral or Guaranteed by any person other than a Guarantor, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or in the case of Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) Revolving Credit Commitments being refinanced and (y) with respect to in the case of any Other Term Loans or Other Term CommitmentsLoans, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced and (iviii) will have terms and conditions in the event that a Refinancing Amendment with respect to Loans (other than pricingIncremental Loans) does not refinance the Loans (other than Incremental Loans) in full, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to if the investors providing initial yield on such Credit Agreement Refinancing Indebtedness than, (as determined by the Refinanced Debt Administrative Agent to be equal to the sum of (except for covenants or other provisions applicable exclusively to periods commencing after x) the Latest Maturity Date at margin above the time Adjusted LIBO Rate on such Indebtedness is incurred); provided, further, Loans (which shall be increased by the amount that the terms and conditions any “LIBOR floor” applicable to such Credit Agreement Refinancing Indebtedness may provide Loans on the date such Loans are made would exceed the Adjusted LIBO Rate for a three-month Interest Period commencing on such date) and (y) if such Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from Holdings, the Borrower or any additional or different financial Subsidiary for doing so (but excluding the effect of any arrangement, structuring, syndication or other covenants or other provisions fees payable in connection therewith that are agreed between not shared with all lenders or holders thereof) (the Borrower amount of such discount or fee, expressed as a percentage of such Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity (expressed in years) of such Loans and (B) four) exceeds by more than 50 basis points (the Lenders thereof and applicable only during periods after amount of such excess above 50 basis points being referred to herein as the Latest Maturity Date that is “Refinancing Yield Differential”) the sum of (A) the Applicable Rate then in effect for Eurodollar Term Loans (which shall be increased by the amount that any “LIBOR floor” applicable to such Eurocurrency Term Loans on the date such Credit Agreement Refinancing Indebtedness is issuedincurred would exceed the Adjusted LIBO Rate for a three-month Interest Period commencing on such date (without taking into account the last sentence of the definition of LIBO Rate)) and (B) the amount of the OID initially paid in respect of the Term Loans, incurred or obtained. divided by four, then the Applicable Rate then in effect for the Term Loans shall automatically be increased by the Refinancing Yield Differential, effective upon the making of the Credit Agreement Refinancing Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in paragraphs (b) and (c) of Section 4.02 4.01 and, to except as otherwise specified in the extent applicable Refinancing Amendment, the Administrative Agent shall have received (with sufficient copies for each of the Additional Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements and consistent with those delivered on the Closing Date under Section 4.01 (4.02, other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion that are reasonably satisfactory to the Administrative Agent). .
(c) Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.23 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans 5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, Debt or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit CommitmentsAdministrative Agent otherwise consents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent .
(but only to the extentd) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to reflect the existence of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and to otherwise effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.23.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Lindblad Expeditions Holdings, Inc.), Credit Agreement (Lindblad Expeditions Holdings, Inc.)
Refinancing Amendments. (a) At any time after the Closing Dateand from time to time, the Borrower Parties may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans and Commitments then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andAgreement, in each case, pursuant to a Refinancing AmendmentAmendment establishing additional revolving commitments hereunder (“Other Revolving Commitments”); provided that such Credit Agreement Refinancing Indebtedness that, except for pricing, fees and maturity (i) will which shall be unsecured or will rank pari passu or junior (and subordinate) in right no earlier than the Maturity Date of payment and of security with the other Loans and Commitments hereunderRevolving Facility Commitments), (ii) will have such pricing and optional prepayment the terms as may be agreed by applicable to the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior Commitments shall be identical to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior terms applicable to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (Revolving Facility Commitments except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness Other Revolving Commitments may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Parties and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Other Revolving Commitments are established. Any Other Revolving Commitments shall participate on a pro rata basis in all borrowings and Letters of Credit Agreement hereunder with the Revolving Facility Commitments (and the Refinancing Indebtedness is issuedAmendment establishing such Other Revolving Commitments shall include such applicable amendments that are reasonably satisfactory to the Borrower Parties, incurred or obtainedthe Administrative Agent, the Swingline Lender and the Issuing Banks). The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and4.01 (including, solely to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 4.02 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)). Each Class establishment of Credit Agreement Refinancing Indebtedness incurred Other Revolving Commitments under this Section 2.15 2.22 shall be in an aggregate principal amount that is (x) of not less than $25,000,000 in 50.0 million (or, if less, the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding entire remaining amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other then outstanding Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Facility Commitments). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments)established pursuant thereto. Any Refinancing Amendment may, without the consent of any person other Lendersthan the Administrative Agent, the Borrower and the Lenders providing the applicable Credit Agreement Refinancing Indebtedness, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Agent, the Swingline Lender, the Issuing Bank and the BorrowerBorrower Parties, to effect the provisions of this SectionSection 2.22. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.22 shall supersede any provisions in Section 2.13 or Section 11.01 9.08 to the contrary. It is understood that (a) any Lender approached to provide all or a portion of Other Revolving Commitments may elect or decline, in its sole discretion, to provide such Other Revolving Commitments (it being understood that there is no obligation to approach any existing Lenders to provide any Other Revolving Commitment) and (b) the Administrative Agent shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such person’s providing such Other Revolving Commitments if such consent would be required under Section 9.04 for an assignment of Loans or Commitments to such person.
Appears in 2 contracts
Sources: Credit Agreement (Smart & Final Stores, Inc.), Revolving Credit Agreement (Smart & Final Stores, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness Debt in respect of (ia) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (iib) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Loan Commitments) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that that, in addition to the other conditions set forth in the definition thereof, such Credit Agreement Refinancing Indebtedness Debt:
(i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, ;
(ii) will have such pricing and pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrower and the Lenders thereof, ;
(iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Loans Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced and refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either (other than pricingx) substantially identical to, optional prepayment and subordination terms) that areor, taken as a whole, not materially more less favorable to the investors Lenders or Additional Lenders providing such Credit Agreement Refinancing Indebtedness Debt than, the Refinanced Debt; and
(v) the proceeds of such Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Loans Commitments being so refinanced (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurredand repayment of Revolving Loans outstanding thereunder); provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 7.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt7.1. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower or any Restricted Subsidiary of Swing Line LoansHoldings, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. Commitments subject to the approval of the Issuing Lender.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). .
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuerthe Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Credit Loan Maturity Date shall be reallocated from Lenders holding Revolving Credit Loans Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, provided that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitmentsrevolving commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments revolving commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(bd) This Notwithstanding anything to the contrary in this Agreement, this Section 2.15 2.18 shall supersede any provisions in Section 2.13 or Section 11.01 Sections 2.8 and 13.12 to the contrarycontrary and the Borrower and the Administrative Agent may amend Section 2.8 to implement any Refinancing Amendment.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Ancestry.com LLC), Credit and Guaranty Agreement (Anvilire)
Refinancing Amendments. (a) At Each Borrower, as applicable, may, by written notice to the Administrative Agent from time to time, request a refinancing (each, a “Refinancing”) of any time class of Loans and Commitments in full on the terms specified in such notice. Such notice shall set forth the date on which such Refinancing is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the Closing Date, date of such Refinancing notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (ii) identify the relevant class of Revolving Credit Commitments and/or Term A Loans to which such Refinancing relates. The relevant Borrower may obtainoffer an opportunity to participate in such Refinancing (a “Refinancing Offer”) to any existing Lender of the applicable class or to any other Person, from subject to the consent of the Administrative Agent and/or the L/C Issuer to the extent such consent would have been required under Section 11.07 with respect to an assignment to such Person.
(b) The following shall be conditions precedent to the effectiveness of any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of Refinancing: (i) all no Default or any portion Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Refinancing, (ii) the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will representations and warranties set forth in Article V and in each other Loan Document shall be deemed to include be made and shall be true and correct in all material respects on and as of the effective date of such Refinancing, (iii) the L/C Issuer shall have consented to any then outstanding Other Term Loans) or (ii) all or any portion Refinancing of the Revolving Credit Loans (or unused Commitments, to the extent the Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include Maturity Date is extended or if any then outstanding Other additional Person becomes Revolving Credit Loans Lenders and Other Revolving Credit Commitments), in each case, in (iv) the form terms of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other such Refinancing Revolving Credit Commitments and, and Refinancing Term Loans shall comply with paragraph (c) of this Section.
(c) The terms of each Refinancing shall be determined by the applicable Borrower and the applicable Lenders and set forth in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will the final maturity date of any Refinancing Revolving Credit Commitment or Refinancing Term Loan shall be unsecured no earlier than the Revolving Credit Maturity Date or the Term A Loan Maturity Date, respectively, (ii)(A) there shall be no scheduled amortization of the loans or reductions of commitments under any Refinancing Revolving Credit Commitments and (B) the average life to maturity of the Refinancing Term Loans shall be no shorter than the remaining average life to maturity of the existing Term A Loans, (iii) the Refinancing Revolving Credit Loans and the Refinancing Term Loans will rank pari passu or junior (and subordinate) in right of payment and of with respect to security with the other existing Revolving Credit Loans and the existing Term A Loans and the borrower and guarantors of the Refinancing Revolving Credit Commitments hereunderor Refinancing Term Loans, (ii) will have such pricing and optional prepayment terms as may applicable, shall be agreed by the same as the applicable Borrower and the Lenders thereof, (iii) (x) Guarantors with respect to any Other the existing Revolving Credit Loans or Other Term A Loans, as applicable, (iv) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any Refinancing Revolving Credit Commitment (and the Refinancing Revolving Credit Loans thereunder) and Refinancing Term Loans shall be determined by the applicable Borrower and the applicable Lenders, (v)
(A) the Refinancing Term Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the other Term A Loans and (B) borrowing and prepayment of Refinancing Revolving Credit Loans, or reductions of Refinancing Revolving Credit Commitments, will have and participation in Letters of Credit, shall be on a maturity date that is not prior to pro rata basis with the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term other Revolving Credit Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions Revolving Credit Commitments (other than pricingupon the maturity of the non-refinanced Revolving Credit Loans and Revolving Credit Commitments) and (vi) except as set forth in clauses (i) through (v) above, optional prepayment the terms of the Refinancing Revolving Credit Commitments or Refinancing Term Loans, as applicable, shall be determined by the applicable Borrower and subordination terms) the applicable Lenders; provided that are, such other terms (taken as a whole, not materially ) shall be no more favorable to the investors Lenders providing such Refinancing Revolving Credit Agreement Commitment or Refinancing Indebtedness than, Term Loans than the Refinanced Debt other Lenders hereunder unless (except for 1) the other Lenders also receive the benefit of such more favorable terms or (2) such covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during to periods after the Latest Maturity Date that is in effect on Date). In connection with any Refinancing, the date such Credit Agreement Refinancing Indebtedness is issuedapplicable Borrower, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by each applicable Lender and, if necessary, each L/C Issuer, shall execute and deliver to the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (a Refinancing Amendment and such other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to documentation as the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 Agent shall be in an aggregate principal amount that is (x) not less than $25,000,000 in reasonably specify to evidence the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit CommitmentsRefinancing. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments)Refinancing. Any Refinancing Amendment may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the applicable Borrower, to effect implement the provisions terms of this Section. In additionany such Refinancing, if so provided in the relevant including any amendments necessary to establish Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms or Refinancing Term Loans as a new class or tranche of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments or Term A Loans, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the terms applicable Borrower in connection with the establishment of such participation interests new class or tranche (includingincluding to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any class or tranche), without limitation, the commission applicable thereto) shall be adjusted accordinglyin each case on terms consistent with this Section 2.13.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (International Money Express, Inc.), Credit Agreement (International Money Express, Inc.)
Refinancing Amendments. (a) At any time after the Closing Restatement Effective Date, the Company or any Overseas Borrower may obtain, obtain from any Lender or any Additional Lender, Lender Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (iib) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, respectively, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower Company and the Lenders thereof, thereof and (iii) (x) otherwise be treated hereunder no more favorably, including with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitmentscovenants and events of default, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)Debt; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Company and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Restatement Effective Date under Section 4.01 (7 of the Amendment and Restatement Agreement other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class Tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.18 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt50,000,000. Any Refinancing Amendment may provide for the issuance of Letters of CreditCredit for the account of the Company, or the provision to the Borrower Company of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerCompany, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 2 contracts
Sources: Second Refinancing and Incremental Amendment (Sungard Capital Corp Ii), Credit Agreement (Sungard Data Systems Inc)
Refinancing Amendments. (a) At any time after the Closing Eleventh Amendment Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each caseAgreement, in the form of either (x) Other Refinancing Term Loans or Other Refinancing Term Loan Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders lenders thereof, (iiiii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date ofno earlier than, and will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans being refinanced (excluding, for the purposes of determining the foregoing maturity dates, any springing maturity dates relating to senior secured notes (except to the extent the security therefor is pari passu with the contemplated Refinancing Term Loans), senior unsecured notes or subordinated notes, or equivalent credit facilities), (iii)(A) constitutes Indebtedness of the Borrower that is not shorter thanguaranteed by any Subsidiary that is not a Subsidiary Guarantor, (B) is not secured by any assets of the Borrower or any Subsidiary other than the Collateral (and, if secured, the Loans being refinanced security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such changes as are reasonably satisfactory to the Administrative Agent)) and (C) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to one or more intercreditor agreements reasonably satisfactory to the Administrative Agent, and (iv) will have terms covenants and conditions events of default (other than which, for the avoidance of doubt, excludes pricing, premiums and optional prepayment and subordination or redemption terms) that areare substantially identical to, or (taken as a whole, not materially whole as determined by the Borrower in its reasonable judgment) are no more favorable to the investors lenders or holders providing such Credit Agreement Refinancing Indebtedness than, than those applicable to the Refinanced Debt (except for covenants or other provisions applicable exclusively Term Loans being refinanced are to periods commencing after the Latest Maturity Date at the time Lenders of such Indebtedness is incurred)Term Loans; provided, further, provided that the terms covenants and conditions events of default applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained; provided, further, that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material covenants and events of default of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such covenants and events of default satisfy the requirement of this clause (iv) shall be conclusive evidence that such covenants and events of default satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)). Any Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 5.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates certificates, mortgage amendments and other documentation and instruments with respect to real property collateral and/or reaffirmation agreements substantially consistent with those delivered on the Closing Ninth Amendment Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Any Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.14 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in (or such lesser amount as the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment Administrative Agent may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsagree). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Commitments subject thereto as Other Refinancing Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Refinancing Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.14.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Huntsman CORP), Credit Agreement (Huntsman International LLC)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower (any such existing Lender or other Person being called an “Additional Refinancing Lender, ”) Credit Agreement Refinancing Indebtedness under this Agreement in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each caseCommitments, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunderhereunder and, with respect to such Credit Agreement Refinancing Indebtedness that is secured, will be subject to the applicable Other Intercreditor Agreement, (ii) will have such pricing pricing, interest, fees, premiums and optional prepayment terms as may be agreed by the Borrower and the Additional Refinancing Lenders thereof, (iii) (x) with respect to will not be secured by any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date assets that is do not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced constitute Collateral and (iv) except as permitted in clause (ii), will otherwise have terms and conditions that are substantially identical to, or (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially ) no more favorable (as reasonably determined by the Borrower) to the investors providing such Credit Agreement Additional Refinancing Indebtedness than, Lenders thereof than those applicable to the applicable Refinanced Debt (except for other than covenants or and other provisions applicable exclusively only to periods commencing after the then-applicable Latest Maturity Date at of the time such Indebtedness is incurredapplicable Refinanced Debt); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to such conditions as are mutually agreed with the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)participating Additional Refinancing Lenders. Each Class of Credit Agreement Refinancing Indebtedness (other than in connection with an extension of the maturity of Term Loans) incurred under this Section 2.15 2.17 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or 5,000,000, provided that such amount may be less than $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless 5,000,000 if such amount represents all the total outstanding remaining availability under the aggregate principal amount of the Refinanced Debt. Any Credit Agreement Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing AmendmentIndebtedness set forth above. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Agent, and the Borrower, to effect the provisions of this Section. In addition, if so provided in Section and each Lender hereby expressly authorizes the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof . All Other Term Loans and Other Term Loan Commitments shall only be borrowed and/or guaranteed by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) Loan Parties. No Lender shall be adjusted accordingly.
(b) required to provide any Credit Agreement Refinancing Indebtedness. This Section 2.15 2.17 shall supersede any provisions in Section 2.13 2.08 or Section 11.01 12.12 to the contrary.
Appears in 2 contracts
Sources: First Lien Credit and Guarantee Agreement (Janus International Group, Inc.), First Lien Credit and Guarantee Agreement (Janus International Group, Inc.)
Refinancing Amendments. (a) At any The Borrower may, by written notice to the Administrative Agent from time after the Closing Dateto time, the Borrower may obtainrequest to extend, from any Lender exchange, renew, replace or any Additional Lenderrefinance, Credit Agreement Refinancing Indebtedness in respect of (i) all whole or any portion of the in part, existing Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the existing Revolving Credit Loans (or unused Revolving Credit Commitments) under this ), or any then-existing Credit Agreement Refinancing Indebtedness (which solely for purposes of this clause Section 2.19, “Refinanced Debt”), with Indebtedness consisting of (iii) will be deemed to include any then outstanding Other Revolving Credit Refinancing Term Loans and Other Revolving Credit Commitments(such term loan facility, a “Refinancing Term Loan Facility”), in each case, in the form respect of either all or any portion of any Tranche of Term Loans then outstanding under this Agreement or (xii) Other Refinancing Term Loans or Other Refinancing Revolving Credit Commitments (such revolving ▇▇▇▇:\98106221\28\78831.0005 credit facility, a “Refinancing Revolving Facility” and together with any Refinancing Term Commitments Loan Facility, the “Refinancing Facilities”) in respect of all or (y) Other any portion of any Revolving Credit Loans or Other (and the unused Revolving Credit Commitments andwith respect to such Revolving Credit Loans) then outstanding under this Agreement, in each case pursuant to a Refinancing Amendment (such Indebtedness, “Refinancing Indebtedness”). Each written notice to the Administrative Agent requesting a Refinancing Amendment shall set forth (i) the amount of the Refinancing Term Loans or Refinancing Revolving Credit Commitments being requested (which shall be in a minimum amount of $5,000,000 unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (ii) the date on which such Refinancing Term Loans or Refinancing Revolving Credit Commitments are requested to become effective (which shall not be less than five Business Days (or such shorter period as the Administrative Agent may reasonably agree) after the date of such notice). The Borrower may seek Refinancing Indebtedness from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Person that is an Eligible Assignee (each such Person that is not an existing Lender and that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with this Section 2.19, an “Additional Lender”).
(b) Notwithstanding the foregoing, the effectiveness of any Refinancing Amendment shall be subject to (i) on the date of effectiveness thereof, no Event of Default shall have occurred and be continuing or shall be caused thereby, (ii) the terms of the applicable Refinancing Indebtedness shall comply with Section 2.19(c) and (iii) except as otherwise specified in the applicable Refinancing Amendment, the Administrative Agent shall have received (with sufficient copies for each of the Refinancing Term Loan Lenders and Refinancing Revolving Lenders, as applicable) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent.
(c) The terms and provisions of any Refinancing Indebtedness incurred pursuant to any Refinancing Amendment shall not be, except as otherwise set forth herein or in the Refinancing Amendment and reasonably acceptable to the Administrative Agent, taken as a whole, as determined by the Borrower in good faith, materially more favorable to the Lenders providing such Indebtedness than those applicable to the applicable Refinanced Debt (provided (i) any provisions which apply only to periods after the maturity date of the Refinanced Debt, (ii) terms that are more favorable to the lenders of such Refinancing Indebtedness than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the applicable Lenders and (iii) terms, taken as a whole, that reflect then current market terms and conditions, taken as a whole, at the time of incurrence or issuance (as determined by the Borrower in good faith), in each case, pursuant shall be deemed acceptable to a Refinancing Amendmentthe Administrative Agent); provided that such Credit Agreement Refinancing Indebtedness provided, that:
(i) will such Refinancing Indebtedness consisting of Refinancing Term Loans shall other than with respect to Customary Term A Loans, Customary Bridge Loans or the Inside Maturity Amount have (A) a maturity date no earlier than the maturity date of the applicable Refinanced Debt and (B) a Weighted Average Life to Maturity equal to or greater than that of the Refinanced Debt,
(ii) there shall be unsecured or no scheduled amortization of such Refinancing Indebtedness consisting of Refinancing Revolving Credit Commitments and the scheduled termination date of such Refinancing Revolving Credit Commitments shall not be earlier than the scheduled termination date of the Refinanced Debt,
(iii) such Refinancing Indebtedness will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans Obligations hereunder (and, if applicable, be subject to an Acceptable Intercreditor Agreement) or be unsecured,
(iv) such Refinancing Indebtedness shall be guaranteed by the Guaranty,
(v) the interest rate margin, rate floors, fees, original issue discount and Commitments hereunder, (ii) will have premiums applicable to such pricing and optional prepayment terms as may Refinancing Indebtedness shall be agreed determined by the Borrower and the Lenders thereofproviding such Refinancing Indebtedness,
(vi) such Refinancing Indebtedness (including, (iii) (x) with respect to if such Indebtedness includes any Other Revolving Credit Loans or Other Refinancing Revolving Credit Commitments, will the unused portion of such Refinancing Revolving Credit Commitments) shall not have a maturity date that is not prior to greater principal amount than the maturity date principal amount of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt plus accrued interest, fees and premiums (except for covenants if any) thereon and reasonable fees and ▇▇▇▇:\98106221\28\78831.0005 expenses associated with the refinancing, plus the unused Revolving Credit Commitments being replaced, and
(vii) such Refinanced Debt shall be repaid, defeased or other satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the incurrence of such Refinancing Indebtedness in accordance with the provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)of Section 2.13; provided, further, that to the terms and conditions applicable to extent that such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between consists of Refinancing Revolving Credit Commitments, the Borrower Revolving Credit Commitments being refinanced by such Refinancing Indebtedness shall be terminated, and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is all accrued fees in effect connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of .
(d) In connection with any Refinancing Amendment shall be subject Indebtedness pursuant to this Section 2.19, the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andBorrower, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact and each applicable Lender or change to counsel’s form of opinion reasonably satisfactory Additional Lender shall execute and deliver to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Agent a Refinancing Amendment may provide for and such other documentation as the issuance of Letters of Credit, or the provision Administrative Agent shall reasonably specify to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsevidence such Refinancing Indebtedness. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) reasonably necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments)thereto. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In additionSection 2.19, if so provided in including any amendments necessary to establish the relevant Refinancing Amendment Term Loans and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Refinancing Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms as new Classes, Tranches or sub-Tranches of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Term Loans or Revolving Credit Commitments and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith, in each case on terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglynot inconsistent with this Section 2.19.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (System1, Inc.), Credit and Guaranty Agreement (System1, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Lead Borrower may obtain, from any Lender or any Additional Lenderadditional Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term B-1 Loans, Incremental Term Loans or New Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) Loans or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Term Loan Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing AmendmentLoan Commitments; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or incurred by the Lead Borrower will rank pari passu or junior (and subordinate) in right of payment and of security with the other Term Loans and Commitments hereunder, (ii) will have such pricing and pricing, fees, premiums, interest or optional prepayment or redemption terms as may be agreed by the applicable Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to Agreement Refinancing Indebtedness in the maturity date form of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term CommitmentsLoan Commitments shall share ratably in any prepayments of Term B-1 Loans, will have Incremental Term Loans or New Term Loans, as the case may be (unless the Other Term Loans agree to participate on a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced less than pro rata basis in any voluntary or mandatory prepayments or repayments) and (iv) will have terms and conditions that are substantially identical to, or (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more ) less favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)Debt; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the applicable Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.26 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 4.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (including amendments to the Mortgages) in order to ensure that the Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in provided with the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount benefit of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. Loan Documents.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.26.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Hemisphere Media Group, Inc.), Credit Agreement (Hemisphere Media Group, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender, Permitted Credit Agreement Refinancing Indebtedness Debt in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such Permitted Credit Agreement Refinancing Indebtedness Debt:
(i) will shall not be unsecured or will permitted to rank pari passu or junior (and subordinate) senior in right of payment and of or security with to the other Loans and Commitments hereunder, ;
(ii) will have such pricing and pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrower Borrowers and the Lenders thereof, ;
(iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and Refinanced;
(iv) subject to clause (ii) above, will have terms and conditions (other than pricingthat are either substantially identical to, optional prepayment and subordination terms) that areor, taken as a whole, not materially more less favorable to the investors Lenders or Additional Lenders providing such Permitted Credit Agreement Refinancing Indebtedness Debt than, the Refinanced Debt; and
(v) the proceeds of such Permitted Credit Agreement Refinancing Debt (except for covenants or other provisions applicable exclusively shall be applied, substantially concurrently with the incurrence thereof, to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)prepayment of outstanding Loans being so Refinanced; provided, further, that the terms and conditions applicable to such Permitted Credit Agreement Refinancing Indebtedness Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Permitted Credit Agreement Refinancing Indebtedness Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 4.2 (unless waived by the Lenders providing such Permitted Credit Agreement Refinancing Debt) and, to the extent reasonably requested by the Administrative Agent, be subject to the receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 4.1.
(other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (xb) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Credit Agreement Refinancing Indebtedness Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Commitments). .
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(bd) This Notwithstanding anything to the contrary in this Agreement, this Section 2.15 2.20 shall supersede any provisions in Section 2.13 Sections 2.12 or Section 11.01 10.1 to the contrarycontrary and the Borrowers and the Administrative Agent may amend Section 2.12 to implement any Refinancing Amendment.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (JELD-WEN Holding, Inc.), Amendment No. 1 (JELD-WEN Holding, Inc.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (iib) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower Borrowers and the Lenders thereof, (iiiii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date ofof the Term Loans being refinanced, and will have a Weighted Average Life to Maturity that is not shorter than, (iii) the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing proceeds of such Credit Agreement Refinancing Indebtedness thanshall be applied, substantially concurrently with the Refinanced Debt (except for covenants incurrence thereof, to the prepayment of outstanding Term Loans or other provisions applicable exclusively to periods commencing after reduction of Revolving Commitments being so refinanced, as the Latest Maturity Date at the time such Indebtedness is incurred)case may be; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Borrowers and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.21 shall be in an aggregate principal amount that is (x) not less than $25,000,000 10,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debtthereof. Any Refinancing Amendment may provide for the issuance of Letters of CreditCredit for the account of the Borrowers, or the provision to the Borrower Borrowers of Swing Line Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Swingline Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Bank, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Notwithstanding anything to the contrary, this Section 2.15 2.21 shall supersede any provisions in Section 2.13 2.18 or Section 11.01 9.02 to the contrary.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Endeavor Group Holdings, Inc.), First Lien Credit Agreement (Endeavor Group Holdings, Inc.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (ix) all or any portion of the any Class of Term Loans then outstanding under this Agreement (which for purposes in the form of this clause (i) will be deemed to include any then outstanding Other Term Loans) or Loan Commitments and/or Other Term Loans and/or (iiy) all or any portion of the Revolving Credit Loans (or unused Unused Revolving Credit Commitments) under a given Class under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each caseAgreement, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andand Other Revolving Loans, in each case, case pursuant to a Refinancing Amendment; provided that provided, that:
(i) such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with with, or at the option of the Borrower, may be junior in right of payment and/or security to the other Loans and Commitments hereunderof the Borrower hereunder (so long as, in the case of any such Credit Agreement Refinancing Indebtedness ranking junior in right of payment or security, such Credit Agreement Refinancing Indebtedness shall be subject to the Second Lien Intercreditor Agreement or another Intercreditor Agreement, as applicable),
(ii) such Credit Agreement Refinancing Indebtedness will have such pricing pricing, fees and optional prepayment call protection terms as may be agreed by the Borrower and the Lenders thereof, ,
(iii) in the case of Credit Agreement Refinancing Indebtedness in the form of a Class of Other Term Loans, such Class of Other Term Loans shall be prepaid and repaid on a pro rata basis with all voluntary prepayments and mandatory prepayments (xbut not amortization payments) of the other Classes of Term Loans, except that the applicable Lenders and Additional Lenders providing any Class of Other Term Loans may elect in any given Refinancing Amendment to receive less than ratable treatment with respect to such prepayments,
(iv) in the case of any Other Term Loans ranking junior in right of payment or security, limitations on voluntary and mandatory prepayments of the type described in Section 2.26 which are applicable to Incremental Term Loans ranking junior in right of payment or security shall also apply to such Other Term Loans,
(v) in the case of any Other Revolving Credit Loans Commitments (and related Revolving Credit Exposure) ranking junior in right of payment or security, appropriate adjustments shall be made to this Agreement (including, without limitation, Sections 2.09, 2.12, and 2.13) to reflect the junior status of such Other Revolving Credit CommitmentsCommitments (and related Revolving Credit Exposure) and to provide separate junior letter of credit and swingline subfacilities that do not share ratably in the L/C Exposure and/or the Swingline Exposure, will have a as applicable, and
(vi) except as otherwise permitted herein (including with respect to margin, call protection, MFN terms, pricing, maturity date that is and fees), the representation and warranty, covenant and default terms of such Credit Agreement Refinancing Indebtedness, if not prior substantially consistent with those applicable to the maturity date of any then-existing Term Loans or Revolving Loans (or unused Unused Revolving Credit Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments), will have a maturity date that is not prior to the maturity date ofas applicable, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that aremust be, taken as a whole, not materially more favorable (as determined by the Borrower in good faith at the time the documentation with respect to such Credit Agreement Refinancing Indebtedness is finalized) to the lenders or investors providing such Credit Agreement Refinancing Indebtedness than, than the Refinanced Debt corresponding terms of the Loan Documents or otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions it being agreed that any terms contained in such Credit Agreement Refinancing Indebtedness (A) which are applicable exclusively to periods commencing only after the then-existing Latest Maturity Date applicable to such Term Loans or Revolving Loans (or Unused Revolving Credit Commitments), as applicable, (B) any covenants or provisions which are then-current market terms for the applicable type of Indebtedness (as determined by the Borrower in good faith at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable documentation with respect to such Credit Agreement Refinancing Indebtedness may provide is finalized), including any financial maintenance covenant applicable to any Customary Term A Loan (which shall constitute a “then-current market term” for any additional Customary Term A Loans) or different financial or other covenants or other provisions (C) that are agreed between more favorable to the lenders or the agent of such Indebtedness than the corresponding terms of the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of such Term Loans or Revolving Loans (or Unused Revolving Credit Commitments) or the Administrative Agent, as applicable, pursuant to an amendment to this Agreement effectuated in reliance on Section 9.08(c)(ii) shall be deemed satisfactory to the Administrative Agent); provided, however, that the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date may elect to structure any such Credit Agreement Refinancing Indebtedness is issuedranking junior in right of security to the other Loans and Commitments of the Borrower hereunder under a separate credit facility, incurred or obtained. so long as such other credit facility otherwise complies with the provisions of this Section 2.27.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on of such other conditions as may be agreed by the date thereof of each of Borrower and the conditions Lenders providing such Credit Agreement Refinancing Indebtedness and set forth in Section 4.02 a Refinancing Amendment and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinionsopinions of counsel to the Borrower, board resolutions, resolutions and officers’ certificates and/or and (ii) reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to and/or such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory amendments to the Administrative Agent). Security Documents as may be reasonably requested by the Collateral Agent (including, to the extent reasonably necessary, mortgage amendments) in order to ensure that the Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Any Other Term Loans and/or Other Revolving Credit Commitments (any corresponding Revolving Credit Exposure) converted from or exchanged for (or the proceeds of which are used to refinance) any then-existing Term Loans or then-existing Revolving Credit Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any then-existing Class of Term Loans of the Borrower or any previously established Class or Series of Other Term Loans or Other Revolving Credit Commitments, as applicable.
(d) Each Class or Series of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.27 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in 20,000,000 (or such lesser amount to which the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and Administrative Agent may agree).
(ye) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of CreditCredit for the account of the Borrower, or the provision to the Borrower of Swing Line Swingline Loans, pursuant to any Other Revolving Credit Commitments Commitment established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Swingline Loans under the then-existing Revolving Credit Commitments (it being understood that such Letters of Credit or Swingline Loans may have different pricing and maturity dates, but shall otherwise be treated as though they are a part of a single letter of credit or swingline facility, as applicable, with the then-existing Revolving Credit Commitments. ) or otherwise reasonably acceptable to the Administrative Agent and any applicable swingline lender or letter of credit issuer.
(f) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees thatAmendment (each, upon the effectiveness of a “Refinancing Effective Date”).
(g) On any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Effective Date on which Other Revolving Credit Commitments and/or are implemented pursuant to a Refinancing Amendment, subject to the satisfaction of the foregoing terms and conditions, (i) the Revolving Loans of any existing Revolving Credit Lender who is providing such Other Term Revolving Credit Commitment on such date and whose related existing Revolving Credit Commitment is being reduced on such date pursuant to Section 2.09(c), in connection therewith shall be converted into Other Revolving Loans under such Lender’s new Other Revolving Credit Commitment being provided on such date in the same ratio as (x) the amount of such Lender’s applicable new Other Revolving Credit Commitment bears to (y) the aggregate amount of such Lender’s existing Revolving Credit Commitment prior to any reduction of such Lender’s existing Revolving Credit Commitment pursuant to Section 2.09(c), in connection therewith and (ii) if such new Other Revolving Credit Commitments are to be made a part of any then-existing Class of Other Revolving Credit Commitments). , each of the Revolving Credit Lenders with Other Revolving Credit Commitments under such combined Class shall purchase from each of the other Lenders with Other Revolving Credit Commitments thereunder at the principal amount thereof, such interests in the Other Revolving Loans under such Class of Other Revolving Credit Commitments so converted or outstanding on such Refinancing Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Other Revolving Loans of such Class will be held by all Revolving Credit Lenders with such Class of Other Revolving Credit Commitments ratably in accordance with their respective Other Revolving Credit Commitments of such Class.
(h) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In additionSection 2.27 (including, if so provided in the relevant Refinancing Amendment case of any Other Term Loan that constitutes a Customary Term A Loan, any amendment that provides that the financial covenant applicable to such Customary Term A Loan applies for the benefit of the lenders of such Customary Term A Loan but not any other Lender or group of Lenders hereunder) and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after Lenders hereby expressly authorize the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This this Section 2.15 2.27 shall supersede any provisions in Section 2.13 2.18, 2.19 or Section 11.01 9.08 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Dayforce, Inc.), Credit Agreement (Dayforce, Inc.)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower and, in the case of Other Revolving Commitments, the Swingline Lender and the Issuing Bank (any such existing Lender or other Person being called an “Additional Refinancing Lender, ”) Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans constituting Term Loans) or (iib) all or any portion of the Revolving Credit Loans Commitments (or unused including the corresponding portion of the Revolving Credit CommitmentsLoans) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Commitments (including the corresponding portion of the Other Revolving Credit CommitmentsLoans), in each case, ) in the form of either (x) Other Term Loans or Other Term Commitments in the case of clause (a) or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andin the case of clause (b), in each case, case pursuant to a Refinancing Amendment; provided that (i) such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will shall rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will such Credit Agreement Refinancing Indebtedness shall have such pricing pricing, interest, fees, premiums and optional prepayment and redemption terms as may be agreed by the Borrower and the Additional Refinancing Lenders thereof, (iii) (x) with respect to any Other Revolving such Credit Loans or Other Revolving Credit CommitmentsAgreement Refinancing Indebtedness shall only be secured by assets consisting of Collateral, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions the covenants and, events of default of such Credit Agreement Refinancing Indebtedness (other than pricing, interest, fees, premiums and optional prepayment and subordination terms) that areprepayment), if not consistent with the terms of the Class of Initial Term Loans, shall reflect market terms (taken as a whole) (as determined in good faith by the Borrower), not materially more favorable to at the investors providing time of issuance or incurrence, (v) such Credit Agreement Refinancing Indebtedness than, satisfies the Refinanced Debt requirements set forth in clauses (except for covenants or other provisions applicable exclusively to periods commencing after w) through (z) of the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such definition of “Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Indebtedness,” and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date (vi) if such Credit Agreement Refinancing Indebtedness is issuedsecured on a junior basis to the Term Loans, incurred or obtainedthe Collateral Agent acting on behalf of the holders of such Indebtedness shall have become party to a Second Lien Intercreditor Agreement; provided that if such Second Lien Intercreditor Agreement has not previously been executed and delivered, then the Borrower, the Collateral Agent on behalf of the Secured Parties and on behalf of the holders of such Credit Agreement Refinancing Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement. The effectiveness of any Refinancing Amendment shall be subject to such express conditions as are mutually agreed with the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)participating Additional Refinancing Lenders. Each Class of Credit Agreement Refinancing Indebtedness (other than in connection with an extension of the maturity of Term Loans, Revolving Loans or Revolving Commitments) incurred under this Section 2.15 2.21 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is (x) not less than $25,000,000 (or, in the case of Other Term Loans Incremental Facilities denominated in Euros, €25,000,000), provided that such amount may be less than $25,000,000 or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless €25,000,000 if such amount represents all the total outstanding remaining availability under the aggregate principal amount of Credit Agreement Refinancing Indebtedness set forth above. Subject to the Refinanced Debt. Any consent of the Issuing Banks, any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case thereby on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsthis Agreement before giving effect to such Refinancing Amendment. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary necessary, or reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.21 shall supersede any provisions in Section 2.13 or 2.18 and Section 11.01 9.02 to the contrary. Notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Commitments, (2) subject to the provisions of Section 2.05(o) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Commitments with a longer maturity date and subject to the consent of the Issuing Bank, all Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders in accordance with all other Revolving Commitments (and except as provided in Section 2.05(o), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a non- rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans.
Appears in 2 contracts
Sources: Credit Agreement (Micro Focus International PLC), Credit Agreement (Micro Focus International PLC)
Refinancing Amendments. (a) At any The Borrower may, by written notice to the Administrative Agent from time after the Closing Dateto time, the Borrower may obtainrequest Indebtedness in exchange for, from any Lender or to extend, renew, replace or refinance, in whole or part, existing Term Loans or existing Revolving Loans (or unused Revolving Commitments), or any Additional Lender, then existing Credit Agreement Refinancing Indebtedness (solely for purposes of this Section 2.26, “Refinanced Debt”) in respect the form of (i) Refinancing Term Loans in respect of all or any portion of the any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) Refinancing Revolving Commitments in respect of all or any portion of the any Revolving Credit Loans (or and the unused Revolving Credit CommitmentsCommitments with respect to such Revolving Loans) then outstanding under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments)Agreement, in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, case pursuant to a Refinancing Amendment (such Indebtedness, “Credit Agreement Refinancing Indebtedness”). Each written notice to the Administrative Agent requesting a Refinancing Amendment shall set forth (i) the amount of the Refinancing Term Loans or Refinancing Revolving Commitments being requested (which shall be in minimum increments of $25,000,000 and a minimum amount of $50,000,000) and (ii) the date on which such Refinancing Term Loans or Refinancing Revolving Commitments are requested to become effective (which shall not be less than 10 Business Days (or such shorter period as the Administrative Agent may agree in its sole discretion) after the date of such notice). The Borrower may seek Credit Agreement Refinancing Indebtedness from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Person that is an Eligible Assignee (each such Person that is not an existing Lender and that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with this Section 2.26, an “Additional Lender”).
(b) Notwithstanding the foregoing, the effectiveness of any Refinancing Amendment shall be subject to (i) on the date of effectiveness thereof, no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, (ii) the terms of the applicable Credit Agreement Refinancing Indebtedness shall comply with Section 2.26(c), (iii) before and after giving effect to the incurrence of any Credit Agreement Refinancing Indebtedness, each of the conditions set forth in Section 3.02 shall be satisfied and (iv) except as otherwise specified in the applicable Refinancing Amendment, the Administrative Agent shall have received (with sufficient copies for each of the Refinancing Term Loan Lenders and Refinancing Revolving Lenders, as applicable) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 3.01.
(c) The terms and provisions of any Credit Agreement Refinancing Indebtedness incurred pursuant to any Refinancing Amendment shall be, except as otherwise set forth herein or in the Refinancing Amendment and reasonably acceptable to the Administrative Agent, substantially the same as the Refinanced Debt; provided that (i) such Credit Agreement Refinancing Indebtedness consisting of Refinancing Term Loans shall have a later maturity than and a weighted average life to maturity equal to or greater than the Refinanced Debt, (iii) will there shall be unsecured or no scheduled amortization of such Credit Agreement Refinancing Indebtedness consisting of Refinancing Revolving Commitments and the scheduled termination date of such Refinancing Revolving Commitments shall not be earlier than the scheduled termination date of the Refinanced Debt, (iii) such Credit Agreement Refinancing Indebtedness will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments Obligations hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness thanshall be guaranteed by the Guaranty, (v) the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); providedinterest rate margin, furtherrate floors, that the terms fees, original issue discount and conditions premiums applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between shall be determined by the Borrower and the Lenders thereof providing such Credit Agreement Refinancing Indebtedness, (vi) such Credit Agreement Refinancing Indebtedness (including, if such Indebtedness includes any Refinancing Revolving Commitments, the unused portion of such Refinancing Revolving Commitments) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees and applicable only during periods after premiums (if any) thereon and reasonable fees and expenses associated with the Latest Maturity Date refinancing (provided that is the principal amount of such Credit Agreement Refinancing Indebtedness shall not include any principal constituting interest paid in effect kind), and the aggregate unused Refinancing Revolving Commitments shall not exceed the unused Revolving Commitments being replaced and (vii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the incurrence of such Credit Agreement Refinancing Indebtedness in accordance with the provisions of Section 2.13; provided further that to the extent that such Credit Agreement Refinancing Indebtedness consists of Refinancing Revolving Commitments, the Revolving Commitments being refinanced by such Credit Agreement Refinancing Indebtedness shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line LoansBorrower, pursuant to any Other Refinancing Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Commitments to be refinanced thereby; provided that terms relating to pricing, fees or premiums may vary to extent otherwise permitted by this Section 2.26 and set forth in such Refinancing Amendment.
(d) In connection with any Credit CommitmentsAgreement Refinancing Indebtedness pursuant to this Section 2.26, the Borrower, the Administrative Agent and each applicable Lender or Additional Lender shall execute and deliver to the Administrative Agent a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Credit Agreement Refinancing Indebtedness. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments)thereto. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In additionSection 2.26, if so provided including any amendments necessary to establish the Refinancing Term Loans and Refinancing Revolving Commitments as new Classes, tranches or sub-tranches of Term Loans or Revolving Commitments and such other technical amendments as may be necessary or appropriate in the relevant reasonable opinion of the Administrative Agent and the Borrower in connection therewith, in each case on terms not inconsistent with this Section 2.26; provided that no such Refinancing Amendment and with shall effect any amendments that would require the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments affected Lender pursuant to Lenders holding extended revolving commitments in accordance Section 10.05(b) without compliance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglyrequirements thereof.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Hologic Inc), Credit and Guaranty Agreement (Gen Probe Inc)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender, obtain Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (iia) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Extended Revolving Credit CommitmentsLoans), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness that, notwithstanding anything to the contrary in this Section 2.14 or otherwise, (i1) will be unsecured or will rank pari passu or junior the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and subordinate) in right of payment and of security with the other Loans and Commitments hereunderrelated outstandings), (iiB) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to repayments required upon the maturity date of Loans (or unused Commitments) being refinanced the Other Revolving Commitments and (yC) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Term Loans or Other Term Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, will have (2) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced than such Class and (iv3) will have terms assignments and conditions (other than pricing, optional prepayment participations of Other Revolving Commitments and subordination terms) that are, taken as a whole, not materially more favorable to Other Revolving Loans shall be governed by the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other same assignment and participation provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms Revolving Commitments and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedRevolving Loans. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and4.02, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with opinions reasonably requested by the Administrative Agent relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date under Section 4.01 (other than changes Date. No Lender shall have any obligation to such legal opinions resulting from a change participate in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)any Refinancing Amendment. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.14(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans 5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. thereof.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Revolving Loans and Other Revolving Credit LoansCommitments, Other Revolving Credit Commitments and/or Other Term Commitmentsas applicable). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect the provisions of this SectionSection 2.14.
(c) The Loans and Commitments established pursuant to this Section 2.14 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and the Liens created by the Pledge Agreement. In additionSubject to Section 6.09, if so provided in the relevant Loan Parties shall take any actions reasonably requested by the Administrative Agent to ensure and/or demonstrate that the Liens granted by the Pledge Agreement continue to secure all Obligations and continue to be perfected under the UCC or otherwise after giving effect to the applicable Refinancing Amendment.
(d) To the extent the Revolving Commitments are being refinanced on the effective date of any Refinancing Amendment, then each of the Revolving Lenders having a Revolving Commitment prior to the effective date of such Refinancing Amendment (such Revolving Lenders, the “Pre-Refinancing Revolving Lenders”) shall assign or transfer to any Revolving Lender which is acquiring an Other Revolving Commitment on the effective date of such amendment (the “Post-Refinancing Revolving Lenders”), and with such Post-Refinancing Revolving Lenders shall purchase from each such Pre-Refinancing Revolving Lender, at the consent of each L/C Issuerprincipal amount thereof, participations such interests in Revolving Loans and participation interests in Letters of Credit expiring (but not, for the avoidance of doubt, the related Revolving Commitments) outstanding on or after the Revolving Credit Maturity Date effective date of such Refinancing Amendment as shall be reallocated from necessary in order that, after giving effect to all such assignments or transfers and purchases, such Revolving Loans and participation interests in Letters of Credit will be held by Pre-Refinancing Revolving Lenders holding and Post-Refinancing Revolving Credit Commitments to Lenders holding extended revolving commitments ratably in accordance with their Revolving Commitments and Other Revolving Commitments, as applicable, after giving effect to such Refinancing Amendment (and after giving effect to any Revolving Loans made on the terms effective date of such Refinancing Amendment; provided). Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designated by the Administrative Agent and shall not be required to be effectuated in accordance with Section 11.06. For the avoidance of doubt, however, that such Revolving Loans and participation interests in Letters of Credit assigned or transferred and purchased pursuant to this Section 2.14(d) shall, upon receipt thereof by the relevant Lenders holding Post-Refinancing Revolving Credit CommitmentsLenders, be deemed to be Other Revolving Loans and participation interests in Letters of Credit in respect of the relevant Class of Other Revolving Commitments acquired by such Post-Refinancing Revolving Credit Commitments Lenders on the relevant amendment effective date and the terms of such Revolving Loans and participation interests (including, without limitation, the commission interest rate and maturity applicable thereto) shall be adjusted accordingly.
(be) This Section 2.15 shall supersede any provisions in Section 2.13 2.12, Section 11.01 or Section 11.01 11.08 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Refinancing Amendments. (a) At any time after the Closing Effective Date, so long as no Incipient Termination Event or Termination Event has occurred and is continuing or would result therefrom, subject to the provisions of Section 2.08(a), the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness Replacement Term Facility in the form of Other Term Loans or Other Term Commitments in respect of all (ibut not less than all) all or any portion of the Term B Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Replacement Term Facility (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunderhereunder (but on the same last-out basis as the Term B Loans), (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereofthereof (but on the same last-out basis as the Term B Loans), (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life weighted average life to Maturity maturity that is not shorter than, the Term B Loans being refinanced and refinanced, (iv) will all fees and expenses earned, due and owing in respect of the Term B Facility and the Replacement Term Facility shall have been paid, (v) to the extent the terms and conditions (other than pricingare not substantially identical to, optional prepayment and subordination terms) that are, taken as a whole, not materially more or less favorable to the investors Lenders providing such Credit Agreement Refinancing Indebtedness than, Replacement Term Facility than the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, provided that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness Replacement Term Facility may provide for any additional or different financial or other covenants convents or other provisions provision that are agreed between the Borrower and the Lenders thereof and applicable only during the periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness Replacement Term Facility is issued, incurred or obtained), such other terms and documentation in respect of the Replacement Term Facility shall be acceptable to the Administrative Agent and the Borrower. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction (or waiver) on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agentopinion). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Replacement Term Facility incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Transaction Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.20. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.20 shall supersede any provisions in Section 2.13 2.15 or Section 11.01 9.02 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (YRC Worldwide Inc.), Credit Agreement (YRC Worldwide Inc.)
Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term any Class of Loans (or unused Commitments) then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each caseAgreement, in the form of either (x) Refinancing Term Loans, Refinancing Term Commitments, Other Term Loans or Other Term Revolving Credit Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness notwithstanding anything to the contrary in this Section 2.17 or otherwise,
(i) will be unsecured or will rank pari passu or junior the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (and subordinate) in right of payment and of security with the other Loans and Commitments hereunderrelated outstandings), (iiB) will have such pricing repayments required upon the Maturity Date of the Other Revolving Credit Commitments and optional prepayment terms as may be agreed by the Borrower (C) repayments made in connection with a permanent repayment and the Lenders thereof, termination of commitments (subject to clause (iii) (xbelow)) of Loans with respect to Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments,
(ii) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Other Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (including, for this purpose, Other Revolving Credit Commitments and Extended Revolving Commitments),
(iii) the permanent repayment of Other Revolving Credit Loans with respect to, will have a maturity date that is not prior to and termination of, Other Revolving Credit Commitments after the maturity date of Loans obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments (or unused including, for this purpose, all Other Revolving Credit Commitments and Extended Revolving Credit Commitments) being refinanced ), except that the Borrowers shall be permitted to permanently repay and (y) with respect terminate commitments of any such Class on a better than a pro rata basis as compared to any Other Term Loans or Other Term Commitments, will have other Class with a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to later Maturity that is not shorter than, the Loans being refinanced and Date than such Class,
(iv) will have terms assignments and conditions (other than pricing, optional prepayment participations of Other Revolving Credit Commitments and subordination terms) that are, taken as a whole, not materially more favorable Other Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to the investors providing such Revolving Credit Commitments and Revolving Credit Loans and no Lender shall be obligated to provide any Credit Agreement Refinancing Indebtedness thanIndebtedness, the Refinanced Debt unless it so agrees.
(except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative AgentLenders party to such Refinancing Amendment, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements and other deliverables consistent with those delivered on the Closing Date under Section 4.01 (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to such Lenders and (ii) reaffirmation agreements and/or such amendments to the Administrative Agent). Collateral Documents as may be reasonably requested by the Lenders party to such Refinancing Amendment in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.17(a) shall be in an aggregate principal amount that is (xi) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans 50,000,000 and (yii) an integral multiple of $1,000,000 5,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. thereof.
(d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect the provisions of this Section. In additionSection 2.17, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(be) This Section 2.15 2.17 shall supersede any provisions provision in Section 2.13 or Section 11.01 10.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (C&J Energy Services Ltd.), Credit Agreement (C&J Energy Services Ltd.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower and, in the case of any Other Revolving Commitments, to the extent such consent would be required for an assignment of such Loans or Commitments pursuant to Section 9.04, the Issuing Bank (any such existing Lender or other Person being called an “Additional Refinancing Lender, ”) Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans constituting Term Loans) or (iib) for the Borrower, all or any portion of the Revolving Credit Loans Commitments (or unused including the corresponding portion of the Revolving Credit CommitmentsLoans) under this Agreement (which for purposes of this clause (iib)) will be deemed to include any then outstanding Other Revolving Credit Loans and Commitments (including the corresponding portion of the Other Revolving Credit CommitmentsLoans), in each case), in the form of either (x) Other Term Loans or Other Term Commitments or in the case of clauses (ya) Other Revolving Credit Loans or Other Revolving Credit Commitments andand (b), in each case, case pursuant to a Refinancing Amendment; provided that (i) such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will shall rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will such Credit Agreement Refinancing Indebtedness shall have such pricing pricing, interest, fees, premiums and optional prepayment and redemption terms as may be agreed by the Borrower and the Additional Refinancing Lenders thereof, (iii) (x) with respect to any Other Revolving such Credit Loans or Other Revolving Credit CommitmentsAgreement Refinancing Indebtedness shall only be secured by assets consisting of Collateral, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms the covenants, events of default and conditions guarantees of such Credit Agreement Refinancing Indebtedness (other than pricing, interest, fees, premiums and optional prepayment and subordination terms) that areprepayment), if not consistent with the terms of the Term Loans, shall not be materially more restrictive to the Loan Parties (as determined in good faith by the Borrower), when taken as a whole, not materially than the terms of the Term Loans unless (x) the Lenders of the Term Loans receive the benefit of such more favorable to restrictive terms or (y) any such provisions apply after the investors providing Term Loan Maturity Date, (v) such Credit Agreement Refinancing Indebtedness than, satisfies the Refinanced Debt requirements set forth in clauses (except for covenants or other provisions applicable exclusively to periods commencing after w) through (z) of the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such definition of “Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Indebtedness,” and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date (vi) if such Credit Agreement Refinancing Indebtedness is issuedsecured on a junior basis to the Term Loans, incurred or obtainedthe Collateral Agent acting on behalf of the holders of such Indebtedness shall have become party to a Second Lien Intercreditor Agreement; provided that if such Second Lien Intercreditor has not previously been executed and delivered, then the Borrower, the Subsidiary Loan Parties, the Collateral Agent on behalf of the Secured Parties and on behalf of the holders of such Credit Agreement Refinancing Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement. The effectiveness of any Refinancing Amendment shall be subject to such express conditions as are mutually agreed with the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)participating Additional Refinancing Lenders. Each Class of Credit Agreement Refinancing Indebtedness (other than in connection with an extension of the maturity of Term Loans, Revolving Loans or Revolving Commitments) incurred under this Section 2.15 2.21 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is (x) not less than $25,000,000, provided that such amount may be less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless if such amount represents all the total outstanding remaining availability under the aggregate principal amount of Credit Agreement Refinancing Indebtedness set forth above. Subject to the Refinanced Debt. Any consent of the Issuing Banks, any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case thereby on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsthis Agreement before giving effect to such Refinancing Amendment. The Administrative Agent Agents shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary necessary, or reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent Agents and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.21 shall supersede any provisions in Section 2.13 or 2.17(f)Section 2.18 and Section 11.01 9.02 to the contrary. Notwithstanding anything to the contrary in this Section 2.21 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Commitments, (2) subject to the provisions of Section 2.05(o) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Commitments with a longer maturity date and subject to the consent of the Issuing Bank, all Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders in accordance with all other Revolving Commitments (and except as provided in Section 2.05(o), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a non- rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Zebra Technologies Corp)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, obtain Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding , Incremental Term Loans, Extended Term Loans, Other Revolving Credit Loans and Loans, Extending Revolving Loans, or Incremental Revolving Loans, or Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Loans, Other Term Commitments or (y) Loan Commitments, Other Revolving Credit Loans Loans, or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided . Each issuance of Credit Agreement Refinancing Indebtedness under this Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5.0 million and (y) an integral multiple of $1.0 million in excess thereof.
(b) The effectiveness of any such Credit Agreement Refinancing Indebtedness shall, subject to the consent required pursuant to Section 2.15(d), be subject solely to the satisfaction of the following conditions to the reasonable satisfaction of Administrative Agent: (i) will be unsecured or will rank pari passu or junior (and subordinate) any Credit Agreement Refinancing Indebtedness in right respect of payment and of security with the other Loans and Revolving Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, Commitments will have a maturity date that is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced and refinanced; (yii) with any Credit Agreement Refinancing Indebtedness in respect to any Other of Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter thanthan the Weighted Average Life to Maturity of, the Term Loans being refinanced (determined without giving effect to any amortization or prepayments of Term Loans being refinanced) (provided that (A) this clause (ii) shall not apply to bridge facilities allowing extensions on customary terms to a date that is no earlier than the applicable maturity date and (B) the stated maturity or Weighted Average Life to Maturity may be shorter if the stated maturity is not earlier than the earlier of (1) the stated maturity of such Indebtedness in effect prior to such refinancing or (2) 91 days after the Final Maturity Date in effect at the time of issuance); (iii) the aggregate principal amount of any Credit Agreement Refinancing Indebtedness shall not exceed the principal amount so refinanced, plus, accrued interest, plus, any premium or other payment required to be paid in connection with such refinancing, plus, the amount of reasonable and customary fees and expenses of Borrower or any of its Restricted Subsidiaries incurred in connection with such refinancing, plus, any unutilized commitments thereunder; (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors extent reasonably requested by Administrative Agent, receipt by Administrative Agent and the Lenders of customary legal opinions and other documents; and (v) execution and delivery of a Refinancing Amendment by the Credit Parties and the Lenders providing such Credit Agreement Refinancing Indebtedness thanto Administrative Agent.
(c) The Loans and Commitments established pursuant to this Section 2.15 shall constitute Loans and Commitments under, and shall be entitled to all the Refinanced Debt (except for covenants or benefits afforded by, this Agreement and the other provisions applicable exclusively Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, ensure and/or demonstrate that the terms Lien and conditions security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between Amendment.
(d) Upon the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject pursuant to this Section 2.15, any Person providing the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of corresponding Credit Agreement Refinancing Indebtedness incurred under this that was not a Lender hereunder immediately prior to such time shall, subject to consent of each L/C Lender to the extent such consent would be required for an assignment to such Person pursuant to Section 2.15 shall 13.04 (such consent not to be in an aggregate principal amount that is (xunreasonably withheld) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established therebyCommitments, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsbecome a Lender hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each such Refinancing Amendment, and (i) in the case any Other Revolving Commitments resulting from such Refinancing Amendment, the Total Revolving Commitments under, and for all purpose of this Agreement, shall be increased by the aggregate amount of such Other Revolving Commitments (net of any existing Revolving Commitments being refinanced by such Refinancing Amendment), (ii) any Other Revolving Loans resulting from such Refinancing Amendment shall be deemed to be additional Revolving Loans hereunder, (iii) any Other Term Loans resulting from such Refinancing Amendment shall be deemed to be Term Loans hereunder (to the extent funded) and (iv) any Other Term Loan Commitments resulting from such Refinancing Amendment shall be deemed to be Term Loan Commitments hereunder. Notwithstanding anything to the contrary contained herein, Borrower, Collateral Agent and Administrative Agent may (and each of Collateral Agent and Administrative Agent are authorized by each other Secured Party to) execute such amendments and/or amendments and restatements of any Credit Documents as may be necessary or advisable to effectuate the provisions of this Section 2.15. Such amendments may include provisions allowing any Other Term Loans to be treated on the same basis as Term A Facility Loans in connection with declining prepayments.
(e) Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit LoansTerm Loan Commitments, Other Revolving Credit Commitments Loans and/or Other Term Revolving Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower▇▇▇▇▇▇▇▇, to effect the provisions of this SectionSection 2.15. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 4.02, 4.07(b) or Section 11.01 13.04 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD)
Refinancing Amendments. (a) At any time after the Closing DateDate (but subject to the provisions of Section 2.12(a)(iii)), the Borrower may obtain, with the prior written consent of the Requisite Lenders, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) sentence will be deemed to include any then outstanding Incremental Term Loans or Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing AmendmentCommitments; provided that, Borrower shall first seek such Credit Agreement Refinancing Indebtedness from each Fortress Lender (provided further that none of the existing Lenders will be required to provide any such Credit Agreement Refinancing Indebtedness, and any decision whether or not to do so by any such existing Lender shall be made at the sole discretion of such existing Lender) and (2) if such existing Lenders decline to provide all or a portion of such Credit Agreement Refinancing Indebtedness on terms acceptable to Borrower within a reasonable period of time (in any event, not to exceed ten (10) Business Days) following such request, then Borrower may request such Credit Agreement Refinancing Indebtedness from an Additional Lender; provided further that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security shall comply with the other Loans and Commitments hereunderdefinition of “Credit Agreement Refinancing Indebtedness”, (ii) will have such pricing pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the applicable Lenders thereofthereof (provided that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (iii) (x) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitmentsthe incurrence thereof, will have a maturity date that is not prior to the maturity date prepayment of outstanding Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) subject to clause (ii) above, will have terms and conditions that are substantially identical to, or less favorable (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable ) to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)Debt; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Closing Date under Section 4.01 3.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.24 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments10,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.24.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Tiptree Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which 63 for purposes of this clause (i) sentence will be deemed to include any then outstanding Incremental Term Loans or Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing AmendmentCommitments; provided that, Borrower shall first seek such Credit Agreement Refinancing Indebtedness from the existing Lenders (provided further that none of the existing Lenders will be required to provide any such Credit Agreement Refinancing Indebtedness, and any decision whether or not to do so by any such existing Lender shall be made at the sole discretion of such existing Lender) and (2) if such existing Lenders decline to provide all or a portion of such Credit Agreement Refinancing Indebtedness on terms acceptable to Borrower within a reasonable period of time (in any event, not to exceed ten (10) Business Days) following such request, then Borrower may request such Credit Agreement Refinancing Indebtedness from an Additional Lender; provided further that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security shall comply with the other Loans and Commitments hereunderdefinition of “Credit Agreement Refinancing Indebtedness”, (ii) will have such pricing pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the applicable Lenders thereofthereof (provided that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (iii) (x) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitmentsthe incurrence thereof, will have a maturity date that is not prior to the maturity date prepayment of outstanding Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) subject to clause (ii) above, will have terms and conditions that are substantially identical to, or less favorable (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable ) to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)Debt; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements generally consistent with those delivered on the Closing Date under Section 4.01 3.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.24 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments10,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.24.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Tiptree Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, obtain Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this clause subsection (ia) will be deemed to include any Revolving Loan, any Initial Term Loan, any then outstanding Other Term Loans, Incremental Term Loans, Other Revolving Loans, Extended Term Loans and Extended Revolving Loans) or (ii) all or any portion of the Revolving other Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each caseRefinancing Indebtedness, in the form of either (x) Other Term Loans or Loans, Other Term Commitments or (y) Commitments, Other Revolving Credit Loans or Other Revolving Credit Commitments and, (in each case, which may have the same terms as any other then existing Term Loans or Revolving Commitments) pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness that, notwithstanding anything to the contrary in this Section 2.19 or otherwise, (i) will be unsecured or will rank pari passu or junior (and subordinate1) in right the case of payment any Other Term Facility, the applicable Refinancing Amendment shall specify whether such Facility is a Covenant Facility or a Non-Covenant Facility and of security with (2) the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as covenants set forth in Section 7.10 may be agreed by modified in a manner acceptable to the Borrower Borrower, the Administrative Agent and the Lenders thereofparty to the applicable Refinancing Amendment, such modifications to become effective only after the latest Maturity Date for any Covenant Facility in effect immediately prior to giving effect to such Refinancing Amendment that remains in effect after giving effect to such Refinancing Amendment (iii) (x) with respect to any it being understood that each Lender providing Other Term Loans, Other Term Commitments, Other Revolving Credit Loans or Other Revolving Credit Commitments, will have by executing a maturity date that is not prior Refinancing Amendment, agrees to the maturity date of Loans (be bound by such provisions and waives any inconsistent provisions set forth in Section 2.13 or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurredSection 10.09); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall shall, subject to Section 1.09, be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and4.02, and to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on a certificate of each Loan Party dated as of the Closing Date under Section 4.01 effective date of such Refinancing Amendment signed by a Responsible Officer of such Loan Party (other than changes x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such legal opinions resulting from a change refinancing and (y) in lawthe case of the Borrower, change certifying that, before and after giving effect to such refinancing, subject to Section 1.09, (A) the representations and warranties contained in fact or change to counsel’s form Article V and the other Loan Documents are true and correct on and as of opinion reasonably satisfactory such date, except to the Administrative Agentextent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.19, the representations and warranties contained in Section 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) or (b), respectively (provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language are true and correct (after giving effect to any qualification therein) in all respects on such respective dates, as applicable) and (B) no Event of Default exists. Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.19(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans 5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents (or if less, the total outstanding entire remaining aggregate principal amount of the applicable Refinanced Debt. Any ).
(b) The Other Term Loans, Other Term Commitments, Other Revolving Loans and Other Revolving Commitments established pursuant to this Section 2.19 and the applicable Refinancing Amendment may provide for shall constitute Loans and Commitments under, and shall be entitled to all the issuance of Letters of Creditbenefits afforded by, or this Agreement and the provision to other Loan Documents, and shall, without limiting the Borrower of Swing Line Loansforegoing, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to benefit equally and ratably from the terms applicable to Letters of Credit Guaranty and Swing Line Loans under the Revolving Credit Commitmentssecurity interests created by the Collateral Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Term Commitments and Other Revolving Credit Commitments and/or Other Term Commitments, as applicable). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.19.
(bc) This Section 2.15 2.19 shall supersede any provisions in Section 2.13 or Section 11.01 10.01 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Viad Corp)
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (ix) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ix) will be deemed to include any then outstanding Other Term Loans and Incremental Term Loans) or and/or (iiy) all or any portion of the Revolving Credit Loans (or unused Unused Revolving Credit Commitments) under a given Class under this Agreement (which for purposes of this clause (iiy) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andand Other Revolving Loans, in each case, case pursuant to a Refinancing Amendment; provided that that:
(i) such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with with, or at the option of the Borrower, may be junior in right of payment and/or security to the other Loans and Commitments hereunderof the Borrower hereunder (so long as, in the case of any such Credit Agreement Refinancing Indebtedness ranking junior in right of payment or security, such Credit Agreement Refinancing Indebtedness shall be subject to the Second Lien Intercreditor Agreement or another Intercreditor Agreement, as applicable),
(ii) such Credit Agreement Refinancing Indebtedness will have such pricing and optional prepayment call protection terms as may be agreed by the Borrower and the Lenders thereof, ,
(iii) in the case of Credit Agreement Refinancing Indebtedness in the form of Other Term Loans, each Class of Other Term Loans shall be prepaid and repaid on a pro rata basis with all voluntary prepayments and mandatory prepayments (xbut not amortization payments) of the other Classes of Term Loans, except (1) as provided in the proviso appearing in Section 2.12(b)(i) and (2) the applicable Lenders and Additional Lenders providing any Class of Other Term Loans may elect in any given Refinancing Amendment to receive less than ratable treatment with respect to such prepayments,
(iv) in the case of any Other Term Loans ranking junior in right of payment or security, limitations on voluntary and mandatory prepayments of the type described in Section 2.26 which are applicable to Incremental Term Loans ranking junior in right of payment or security shall also apply to such Other Term Loans,
(v) in the case of any Other Revolving Credit Loans Commitments (and related Revolving Credit Exposure) ranking junior in right of payment or security, appropriate adjustments shall be made to this Agreement (including, without limitation, Sections 2.09, 2.12, and 2.13) to reflect the junior status of such Other Revolving Credit CommitmentsCommitments (and related Revolving Credit Exposure) and to provide separate junior letter of credit and swingline subfacilities that do not share ratably in the L/C Exposure and/or the Swingline Exposure, will have a as applicable, and
(vi) except as otherwise permitted herein (including with respect to margin, pricing, maturity date that is and fees), the terms of such Credit Agreement Refinancing Indebtedness, if not prior substantially consistent with those applicable to the maturity date of any then-existing Term Loans or Revolving Loans (or unused Unused Revolving Credit Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments), will have a maturity date that is not prior to the maturity date ofas applicable, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that aremust be, taken as a whole, not materially no more favorable (as reasonably determined by the Borrower) to the lenders or investors providing such Credit Agreement Refinancing Indebtedness than, than the Refinanced Debt corresponding terms of the Loan Documents or otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, it being agreed that the any terms and conditions applicable to contained in such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that (A) which are agreed between the Borrower and the Lenders thereof and applicable only during periods after the then-existing Latest Maturity Date applicable to such Term Loans or Revolving Loans (or Unused Revolving Credit Commitments), as applicable, (B) any covenants or provisions which are then-current market terms for the applicable type of Indebtedness (as reasonably determined by the Borrower) and/or (C) that is are more favorable to the lenders or the agent of such Indebtedness than the corresponding terms of the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of such Term Loans or Revolving Loans (or Unused Revolving Credit Commitments) or the Administrative Agent, as applicable, pursuant to an amendment to this Agreement effectuated in effect reliance on Section 9.08(c)(ii) shall be deemed satisfactory to the date Administrative Agent); provided, however, that the Borrower may elect to structure any such Credit Agreement Refinancing Indebtedness is issuedranking junior in right of security to the other Loans and Commitments of the Borrower hereunder under a separate credit facility, incurred or obtained. so long as such other credit facility otherwise complies with the provisions of this Section 2.27.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on of such other conditions as may be agreed by the date thereof of each of Borrower and the conditions Lenders providing such Credit Agreement Refinancing Indebtedness and set forth in Section 4.02 a Refinancing Amendment and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or and (ii) reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to and/or such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory amendments to the Administrative Agent). Security Documents as may be reasonably requested by the Collateral Agent (including, to the extent reasonably necessary, mortgage amendments) in order to ensure that the Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Any Other Term Loans and/or Other Revolving Credit Commitments (any corresponding Revolving Credit Exposure) converted from or exchanged for (or the proceeds of which are used to refinance) any then-existing Term Loans or then-existing Revolving Credit Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any then-existing Class of Term Loans of the Borrower or any previously established Class or Series of Other Term Loans or Other Revolving Credit Commitments, as applicable.
(d) Each Class or Series of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.27 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in 20,000,000 (or such lesser amount to which the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and Administrative Agent may agree.
(ye) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of CreditCredit for the account of the Borrower, or the provision to the Borrower of Swing Line Swingline Loans, pursuant to any Other Revolving Credit Commitments Commitment established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Swingline Loans under the then-existing Revolving Credit Commitments (it being understood that such Letters of Credit or Swingline Loans may have different pricing and maturity dates, but shall otherwise be treated as though they are a part of a single letter of credit or swingline facility, as applicable, with the then-existing Revolving Credit Commitments. ) or otherwise reasonably acceptable to the Administrative Agent and any applicable swingline lender or letter of credit issuer.
(f) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees thatAmendment (each, upon the effectiveness of a “Refinancing Effective Date”).
(g) On any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Effective Date on which Other Revolving Credit Commitments and/or are implemented pursuant to a Refinancing Amendment, subject to the satisfaction of the foregoing terms and conditions, (i) the Revolving Loans of any existing Revolving Credit Lender who is providing such Other Term CommitmentsRevolving Credit Commitment on such date and whose related existing Revolving Credit Commitment is being reduced on such date pursuant to Section 2.09(c). , in connection therewith shall be converted into Other Revolving Loans under such L▇▇▇▇▇’s new Other Revolving Credit Commitment being provided on such date in the same ratio as (x) the amount of such Lender’s applicable new Other Revolving Credit Commitment bears to (y) the aggregate amount of such Lender’s existing Revolving Credit Commitment prior to any reduction of such Lender’s existing Revolving Credit Commitment pursuant to Section 2.09(c), in connection therewith and (ii) if such new Other Revolving Credit Commitments are to be made a part of any then-existing Class of Other Revolving Credit Commitments each of the Revolving Credit Lenders with Other Revolving Credit Commitments under such combined Class shall purchase from each of the other Lenders with Other Revolving Credit Commitments thereunder at the principal amount thereof, such interests in the Other Revolving Loans under such Class of Other Revolving Credit Commitments so converted or outstanding on such Refinancing Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Other Revolving Loans of such Class will be held by all Revolving Credit Lenders with such Class of Other Revolving Credit Commitments ratably in accordance with their respective Other Revolving Credit Commitments of such Class.
(h) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in Section 2.27 and the relevant Refinancing Amendment and with Lenders hereby expressly authorize the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This this Section 2.15 2.27 shall supersede any provisions in Section 2.13 2.18, 2.19 or Section 11.01 9.08 to the contrary.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness Debt in respect of (ix) all or any portion of the Term Loans then outstanding under this Agreement and/or (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (iiy) all or any portion of the Revolving Credit Loans (then outstanding under this Agreement or unused any existing Class of Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) and/or Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, respectively, as the case may be, in each case, case pursuant to a Refinancing AmendmentAmendment (except with respect to Credit Agreement Refinancing Debt in the form of notes); provided that such Credit Agreement Refinancing Indebtedness Debt:
(i) will may be unsecured or will (x) secured and rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (y) secured on a junior basis with the other Loans and Commitment hereunder, in each case of (x) and (y), subject to entry into a Customary Intercreditor Agreement or (z) unsecured;
(ii) will have such pricing pricing, premiums and optional prepayment and redemption terms as may be agreed by the Borrower and the Lenders thereof, ;
(iii) will not, (xA) with respect to any Other have scheduled repayment, amortization, mandatory prepayment provisions (except in the case of other Revolving Credit Loans Commitments, for customary mandatory prepayment provisions in the event that usage exceeds commitments) or sinking fund obligations (other than “AHYDO” catch-up payments and those related to customary asset sale, casualty events and change of control provisions) that could result in prepayment of such Indebtedness prior to the Latest Maturity Date then in effect and (B) in the case of Credit Agreement Refinancing Debt in the form of Other Revolving Credit Commitments, will have a maturity date that is not scheduled or mandatory commitment reductions prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) Latest Maturity Date with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans Revolving Credit Commitments being refinanced and so refinanced;
(iv) subject to clause (ii) above, the parenthetical at the end of this clause (iv) and the proviso immediately following clause (vi) below, will have terms and conditions (other than pricingthat are either substantially identical to, optional prepayment and subordination terms) that areor, taken as a whole, not materially more less favorable to the investors Lenders or Additional Lenders providing such Credit Agreement Refinancing Indebtedness Debt than, the Refinanced Credit Agreement Debt (except other than immaterial terms and terms and conditions to the extent that such terms are more favorable to the Lenders or Additional Lenders providing such Credit Agreement Refinancing Debt than those applicable to the Refinanced Credit Agreement Debt that are added for covenants the benefit of the Lenders pursuant to an amendment to this Agreement executed by the Company and the Administrative Agent);
(v) (A) the proceeds of such Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Loans being so refinanced plus accrued interest and premium, make-whole or penalty payments applicable thereto and any fees and expenses (including upfront fees and original issue discount) in connection with such Credit Agreement Refinancing Debt and (B) with respect to any Credit Agreement Refinancing Debt comprising Other Revolving Credit Commitments, the commitments of the Revolving Credit Facility being so refinanced shall be automatically and permanently terminated immediately upon effectiveness of such Other Revolving Credit Commitments; and
(vi) to the extent that such Other Term Loans and Other Revolving Credit Commitments are secured by liens on the Collateral and rank pari passu in right of payment with the other provisions applicable exclusively to periods commencing after Loans and Commitments hereunder, such Other Term Loans and Other Revolving Credit Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than pro rata basis) with the Latest Maturity Date at the time such Indebtedness is incurred)other Loans and Commitments hereunder; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Borrowers and the Lenders lenders or holders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness Debt is issued, incurred or obtained. The To the extent effected pursuant to a Refinancing Amendment, the effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 5.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 5.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). .
(b) Each Class of Credit Agreement Refinancing Indebtedness Debt incurred under this Section 2.15 2.30 shall be in an aggregate principal amount that is either (xi) sufficient to refinance the entire outstanding amount of the applicable Class of Loans and/or Commitments being refinanced pursuant to this Section 2.30 or (ii) not less than (x) $50,000,000 in the case of a refinancing of Term Loans and (y) $25,000,000 in the case of Other Term Loans a refinancing of Revolving Credit Commitments or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced DebtCommitments. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line LoansBorrower, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender Commitments as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionClosing Date. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Lender, participations in Letters of Credit expiring on or after the maturity date applicable to the Revolving Credit Maturity Date Facility shall be reallocated from Lenders holding Initial Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(bc) This Notwithstanding anything to the contrary in this Section 2.15 2.30 or otherwise, (i) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (iii) below)) of Loans with respect to Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, (ii) in respect of Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders with Revolving Credit Commitments in accordance with their percentage of the Revolving Credit Commitments, (iii) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (iv) assignments and participations of Other Revolving Credit Commitments and Other Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans.
(d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Term Commitments, Other Revolving Credit Loans and/or Other Revolving Credit Commitments).
(e) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any intercreditor agreement (or to effect a replacement of any intercreditor agreement or put in place a Customary Intercreditor Agreement, as applicable) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.30.
(f) Notwithstanding anything to the contrary in this Agreement, this Section 2.30 shall supersede any provisions in Section 2.13 Sections 2.18 or Section 11.01 10.01 to the contrarycontrary and the Borrower and the Administrative Agent may amend Section 2.18 solely to the extent necessary to give effect to the permitted terms and conditions of any Refinancing Amendment.
Appears in 1 contract
Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any other bank or financial institution that agrees, in its sole discretion, to provide any portion of Refinancing Term Loans or Other Revolving Commitments pursuant to a Refinancing Amendment in accordance with this Section 2.28 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent, the Swing Line Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans or providing such Other Revolving Commitments to the extent such consent, if any, would be required under Section 9.06(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each caseAgreement, in the form of either (x) Other Refinancing Term Loans or Other Loans, Refinancing Term Commitments or (y) Commitments, Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the following terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of satisfied:
(i) any Refinancing Amendment shall be subject to the satisfaction Term Loans may participate on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered a pro rata basis or on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in pro rata basis (but not on a greater than pro rata basis) as among the case various Classes of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms respective outstanding principal amounts thereof) in any voluntary or mandatory repayments or prepayments of such Term Loans hereunder, as specified in the applicable Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.;
(bii) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Other Revolving Commitments and
Appears in 1 contract
Sources: Credit Agreement (Compass Minerals International Inc)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower (any such existing Lender or other Person being called an “Additional Refinancing Lender, ”) Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans constituting Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, in each case, case pursuant to a Refinancing Amendment; provided that (i) such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will shall rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will such Credit Agreement Refinancing Indebtedness shall have such pricing pricing, interest, fees, premiums and optional prepayment and redemption terms as may be agreed by Holdco, the Borrower and the Additional Refinancing Lenders thereof, (iii) (x) with respect to any Other Revolving such Credit Loans or Other Revolving Credit CommitmentsAgreement Refinancing Indebtedness shall only be secured by assets consisting of Collateral, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms the covenants, events of default and conditions guarantees of such Credit Agreement Refinancing Indebtedness (other than pricing, interest, fees, premiums and optional prepayment and subordination terms) that areprepayment), if not consistent with the terms of the Term Loans, shall not be materially more restrictive to the Loan Parties (as determined in good faith by the Borrower), when taken as a whole, not materially than the terms of the Term Loans unless (x) the Lenders of the Term Loans receive the benefit of such more favorable to the investors providing restrictive terms or (y) any such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing apply after the Latest Term Loan Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date (v) if such Credit Agreement Refinancing Indebtedness is issuedsecured on a junior basis to the Initial Term Loans, incurred or obtainedthe Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to the Intercreditor Agreement. The effectiveness of any Refinancing Amendment shall be subject to such express conditions as are mutually agreed with the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)participating Additional Refinancing Lenders. Each Class of Credit Agreement Refinancing Indebtedness (other than in connection with an extension of the maturity of Term Loans) incurred under this Section 2.15 2.21 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or 10,000,000, provided that such amount may be less than $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless if such amount represents all the total outstanding remaining availability under the aggregate principal amount of the Refinanced Debt. Any Credit Agreement Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit CommitmentsIndebtedness set forth above. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary necessary, or reasonably advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.21 shall supersede any provisions in Section 2.13 or 2.18 and Section 11.01 9.02 to the contrary.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, obtain Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans and the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding , Incremental Term Loans, Extended Term Loans, Other Revolving Credit Loans and Loans, Extending Revolving Loans, or Incremental Revolving Loans, or Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Loans, Other Term Commitments or (y) Loan Commitments, Other Revolving Credit Loans Loans, or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided . Each issuance of Credit Agreement Refinancing Indebtedness under this Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $5.0 million and (y) an integral multiple of $1.0 million in excess thereof.
(b) The effectiveness of any such Credit Agreement Refinancing Indebtedness shall, subject to the consent required pursuant to Section 2.15(d), be subject solely to the satisfaction of the following conditions to the reasonable satisfaction of Administrative Agent: (i) will be unsecured or will rank pari passu or junior (and subordinate) any Credit Agreement Refinancing Indebtedness in right respect of payment and of security with the other Loans and Revolving Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, Commitments will have a maturity date that is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced and refinanced; (yii) with any Credit Agreement Refinancing Indebtedness in respect to any Other of Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter thanthan the Weighted Average Life to Maturity of, the Term Loans being refinanced (determined without giving effect to any amortization or prepayments of Term Loans being refinanced) (provided that (A) this clause (ii) shall not apply to bridge facilities allowing extensions on customary terms to a date that is no earlier than the applicable maturity date and (B) the stated maturity or Weighted Average Life to Maturity may be shorter if the stated maturity is not earlier than the earlier of (1) the stated maturity of such Indebtedness in effect prior to such refinancing or (2) 91 days after the Final Maturity Date in effect at the time of issuance); (iii) the aggregate principal amount of any Credit Agreement Refinancing Indebtedness shall not exceed the principal amount so refinanced, plus, accrued interest, plus, any premium or other payment required to be paid in connection with such refinancing, plus, the amount of reasonable and customary fees and expenses of Borrower or any of its Restricted Subsidiaries incurred in connection with such refinancing, plus, any unutilized commitments thereunder; (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors extent reasonably requested by Administrative Agent, receipt by Administrative Agent and the Lenders of customary legal opinions and other documents; and (v) execution and delivery of a Refinancing Amendment by the Credit Parties and the Lenders providing such Credit Agreement Refinancing Indebtedness thanto Administrative Agent.
(c) The Loans and Commitments established pursuant to this Section 2.15 shall constitute Loans and Commitments under, and shall be entitled to all the Refinanced Debt (except for covenants or benefits afforded by, this Agreement and the other provisions applicable exclusively Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, ensure and/or demonstrate that the terms Lien and conditions security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between Amendment.
(d) Upon the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject pursuant to this Section 2.15, any Person providing the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of corresponding Credit Agreement Refinancing Indebtedness incurred under this that was not a Lender hereunder immediately prior to such time shall, subject to consent of each L/C Lender to the extent such consent would be required for an assignment to such Person pursuant to Section 2.15 shall 13.04 (such consent not to be in an aggregate principal amount that is (xunreasonably withheld) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established therebyCommitments, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsbecome a Lender hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each such Refinancing Amendment, and (i) in the case any Other Revolving Commitments resulting from such Refinancing Amendment, the Total Revolving Commitments under, and for all purpose of this Agreement, shall be increased by the aggregate amount of such Other Revolving Commitments (net of any existing Revolving Commitments being refinanced by such Refinancing Amendment), (ii) any Other Revolving Loans resulting from such Refinancing Amendment shall be deemed to be additional Revolving Loans hereunder, (iii) any Other Term Loans resulting from such Refinancing Amendment shall be deemed to be Term Loans hereunder (to the extent funded) and (iv) any Other Term Loan Commitments resulting from such Refinancing Amendment shall be deemed to be Term Loan Commitments hereunder. Notwithstanding anything to the contrary contained herein, Borrower, Collateral Agent and Administrative Agent may (and each of Collateral Agent and Administrative Agent are authorized by each other Secured Party to) execute such amendments and/or amendments and restatements of any Credit Documents as may be necessary or advisable to effectuate the provisions of this Section 2.15. Such amendments may include provisions allowing any Other Term Loans to be treated on the same basis as Term A Facility Loans in connection with declining prepayments.
(e) Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit LoansTerm Loan Commitments, Other Revolving Credit Commitments Loans and/or Other Term Revolving Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.15. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 4.02, 4.07(b) or Section 11.01 13.04 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Wynn Resorts LTD)
Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the any Class of Term Loans and the Revolving Credit Loans (or unused Revolving Credit Commitments) then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Extended Term Loans, Other Term Loans or Incremental Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Loans, Other Term Loan Commitments, Other Revolving Credit Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that such notwithstanding anything to the contrary in this Section 2.17 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other Revolving Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior Commitments (and subordinate) in right of payment and of security with the other Loans and Commitments hereunderrelated outstandings), (iiB) will have such pricing repayments required upon the Maturity Date of the Other Revolving Credit Commitments and optional prepayment terms as may be agreed by the Borrower (C) repayment of principal made in connection with a permanent repayment and the Lenders thereof, termination of commitments (iiisubject to clause (3) (xbelow)) of Loans with respect to Other Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Loans or Other Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, will have a maturity date that is not prior (2) subject to the maturity date provisions of Section 2.03(l) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exist Extended Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans NEWYORK 8648768 (or unused Commitments2K) being refinanced and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments (yand except as provided in Section 2.03(l) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Other Revolving Credit Commitments after the date of obtaining any Other Term Loans or Other Term Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, will have except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a maturity date that is not prior better than a pro rata basis as compared to the maturity date of, and will have any other Class with a Weighted Average Life to later Maturity that is not shorter than, the Loans being refinanced Date than such Class and (iv4) will have terms assignments and conditions (other than pricing, optional prepayment participations of Other Revolving Credit Commitments and subordination terms) that are, taken as a whole, not materially more favorable to Other Revolving Credit Loans shall be governed by the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other same assignment and participation provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms Revolving Credit Commitments and conditions applicable to such Revolving Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Loans.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.11 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.17(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. thereof.
(d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In additionSection 2.17, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 1 contract
Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower Borrowers may obtain, from any Lender or any Additional Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans or the Revolving Credit Commitments of any Class (and any Revolving Credit Loans made pursuant thereto) then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include including any then outstanding then-existing Other Term Loans) Loans or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Loans, Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andLoan Commitments, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have as applicable, pursuant to a maturity date that is not prior Refinancing Amendment; provided that, notwithstanding anything to the maturity date contrary in this Section 2.15 or otherwise, (1) the borrowing and repayment (except for (A) payments of Loans interest and fees at different rates on Other Revolving Credit Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Other Revolving Credit Commitments or unused Commitments) being refinanced any other tranche of Revolving Credit Commitments of any Class and (yC) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Revolving Credit Loans of any Class with respect to Other Revolving Credit Commitments after the date of obtaining any Other Term Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments (subject to clauses (3) and (4) below), (2) all Swingline Loans or and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments of such Class, (3) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Other Term Revolving Credit Commitments after the date of obtaining any Other Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, will have except that the Borrowers shall be permitted to permanently repay and terminate commitments of any Class with an earlier Maturity Date on a maturity date that is not prior better than a pro rata basis as compared to the maturity date of, and will have any other Class with a Weighted Average Life to later Maturity that is not shorter than, the Loans being refinanced Date than such Class and (iv4) will have terms assignments and conditions (other than pricing, optional prepayment participations of Other Revolving Credit Commitments and subordination terms) that are, taken as a whole, not materially more favorable to Other Revolving Credit Loans shall be governed by the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other same assignment and participation provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)other Revolving Credit Commitments and Revolving Credit Loans; provided, further, that the terms and conditions applicable effectiveness of any Refinancing Amendment pursuant to such Credit Agreement Refinancing Indebtedness may provide for this Section 2.15, together with the effectiveness of any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Revolving Commitment Increase, shall not result in there being more than two (2) separate Maturity Date that is Dates in effect on the date such for all Revolving Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedCommitments. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section Section 4.02 (which, for the avoidance of doubt, shall not require compliance with Section 7.09 for any incurrence of Other Term Loans) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to conformed as appropriate) and (ii) reaffirmation agreements and/or such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent). Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents.
(b) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 Section 2.15(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans 50 million or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 5 million in excess thereof thereof, unless the Administrative Agent shall otherwise agree in its discretion.
(c) Upon the effectiveness of each Refinancing Amendment pursuant to which any Revolving Credit Commitments are refinanced, each Revolving Credit Lender immediately prior to such amount represents the total outstanding amount increase (each a “Pre-Refinancing Revolving Credit Lender”) will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established therebyCommitment (each a “Post-Refinancing Revolving Credit Lender”), and each such Post-Refinancing Revolving Credit Lender will automatically and without further act be deemed to have assumed, a portion of such Pre-Refinancing Revolving Credit Lender’s participations hereunder in each case on terms substantially equivalent to the terms applicable to outstanding Letters of Credit and Swing Line Loans under such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Commitments. The Administrative Agent shall promptly notify Lender (including each Lender as to such Post-Refinancing Revolving Credit Lender) will equal the effectiveness percentage of each Refinancing Amendment. the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment.
(d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (thereto, including any amendments necessary without limitation to treat incorporate the Loans and Commitments subject thereto as applicable lenders in respect of Other Term Loans, Loans and/or Other Revolving Credit Loans as “Lenders”, the Other Term Loans as “Loans” and/or “Term Loans” for all applicable purposes hereunder, the Other Revolving Credit Loans as “Loans” and/or “Revolving Credit Loans” for all applicable purposes hereunder and the Other Revolving Credit Commitments as “Commitments” and/or “Revolving Credit Commitments” for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Other Term Commitments). Any Refinancing Amendment mayLoans an independent Class or Facility, without the consent of any as applicable, and (ii)effect such other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerParent, to effect the provisions of this Section. In additionSection 2.15, if so provided in and the relevant Refinancing Amendment and with Lenders hereby expressly authorize the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(be) This Section Section 2.15 shall supersede any provisions in Section Section 2.13 or Section 11.01 10.01 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Uniti Group Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender (provided, that each Issuing Bank shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Additional Lender to the extent any such consent would be required under Section 10.04(b) for an assignment of Revolving Loans to such Additional Lender), Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans (each new term facility, a “Refinancing Term Facility”) or Revolving Loans and Revolving Commitments (each new revolving credit facility, a “Refinancing Revolving Facility”, and collectively with any Refinancing Term Facility, “Refinancing Facilities”) then outstanding under this Agreement (which for purposes of this clause (iSection 2.20(a) will be deemed to include any then outstanding Other Loans, Incremental Term Loans) , Extended Term Loans or (ii) all or any portion of the Extended Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing Amendment; provided that (A) such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and pari passu or (in the case of Refinancing Term Facilities) junior in right of security with the other Loans and Commitments hereunder, (iiB) such Credit Agreement Refinancing Indebtedness will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereofthereof (provided that if such Refinancing Term Facility ranks pari passu in right of security with the existing Term Loans, such Refinancing Term Facility may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment) (provided, however, that any Refinancing Term Facility may participate on a greater than pro rata basis, on a pro rata basis or on a less than pro rata basis in any voluntary prepayments), (iiiC) (x) with respect to any Other Revolving such Credit Loans or Other Revolving Credit Commitments, Agreement Refinancing Indebtedness will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to earlier than the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans or Commitments being refinanced refinanced, (D) subject to clauses (B) and (ivC) will have above, all other terms and conditions of such Credit Agreement Refinancing Indebtedness (other than pricing, fees, rate floors, premiums, optional prepayment and subordination termsor redemption terms (which shall be determined by the applicable borrower)) that areare either (I) customary market terms for Indebtedness of such type at the time of incurrence (taken as a whole) (as determined in good faith by the Borrower) or (II) substantially identical to, or when taken as a whole, are not materially more favorable restrictive with respect to the investors providing Restricted Group than the terms of the Loans or Commitments being refinanced (as of the date of incurrence of such Credit Agreement Refinancing Indebtedness), (E) the proceeds of such Credit Agreement Refinancing Indebtedness thanshall be applied, substantially concurrently with the Refinanced Debt incurrence thereof, to the prepayment of outstanding Loans or Commitments being so refinanced, (except for covenants or F) if any such Refinancing Facility is secured, it shall not be secured by any assets other provisions applicable exclusively to periods commencing after than the Latest Maturity Date at Collateral and (G) if any such Refinancing Facility is guaranteed, it shall not be guaranteed by any person other than the time such Indebtedness is incurred)Guarantors; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions terms that are agreed between the Borrower and the Lenders lenders thereof and applicable only during periods after the then Latest Maturity Date Date; provided, further, that to the extent any financial maintenance covenant is added for the benefit of (a) a Refinancing Term Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of Term Loans remaining outstanding after the incurrence or issuance of such Refinancing Term Facility or (b) Refinancing Revolving Facility, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Loans and Revolving Commitments remaining outstanding after the incurrence or issuance of such Refinancing Revolving Facility); provided, further, that (1) the borrowing and repayment of Revolving Loans under any Refinancing Revolving Facility shall be made on a pro rata basis with all other Revolving Commitments, (2) all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments in effect accordance with their percentage of the Revolving Commitments, (3) the permanent repayment of Revolving Loans and termination of Revolving Commitments under any Refinancing Revolving Facility shall be made on a pro 106 rata basis with the date such Credit Agreement permanent repayment of all other Revolving Loans and termination of all other Revolving Commitments and (4) assignments and participations of Revolving Loans and Revolving Commitments under any Refinancing Indebtedness is issued, incurred or obtainedRevolving Facility shall be governed by the same assignment and participation provisions applicable to all other Revolving Loans and Revolving Commitments. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each consent of the conditions set forth in Section 4.02 and, Issuing Bank to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date required under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent10.4(b)(i)(C). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.20(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments20,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. .
(b) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In additionSection 2.20, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided. Without limiting the foregoing, howeverin connection with any Refinancing Amendment, to the extent reasonably requested by the Collateral Agent, the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date after giving effect to such Refinancing Amendment so that such participation interests shall, upon receipt thereof maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglyCollateral Agent).
(bc) This Section 2.15 2.20 shall supersede any provisions in Section 2.13 2.14, 2.15 or Section 11.01 10.08 to the contrary.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, obtain from any existing Lender or any other Person reasonably satisfactory to the Borrower and, in the case of any Other Revolving Commitments, the Administrative Agent, the Swingline Lender and the Issuing Lender (any such existing Lender or other Person being called an “Additional Refinancing Lender, ”) Credit Agreement Refinancing Indebtedness Debt in respect of (ia) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (iib) all or any portion of the Revolving Credit Loans Commitments (or unused including the corresponding portion of the Revolving Credit CommitmentsLoans) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Commitments (including the corresponding portion of the Other Revolving Credit CommitmentsLoans), in each case), in the form of either (x) Other Term Loans or Other Term Loan Commitments in the case of clause (a) or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andin the case of clauses (a) and (b), in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness Debt (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing pricing, interest, fees, premiums and optional prepayment terms as may be agreed by the Borrower and the Additional Refinancing Lenders thereof, (iii) (x) with respect to not be secured by any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date assets that is do not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced constitute Collateral and (iv) except as permitted in clause (ii), will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, otherwise be treated hereunder no more materially favorably taken as a whole, not materially more favorable including with respect to covenants and events of default, in the investors providing such Credit Agreement Refinancing Indebtedness than, good faith determination of the Borrower than the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)Debt; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between by the Borrower and the applicable Additional Refinancing Lenders thereof and to the extent applicable only during periods after the Latest Maturity Date that is in effect as determined on the date such Credit Agreement Refinancing Indebtedness Debt is issued, incurred or obtained. .
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 5.2 and, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Debt is provided with the benefit of the applicable Loan Documents.
(c) Each Class issuance of Credit Agreement Refinancing Indebtedness incurred Debt under this Section 2.15 2.27(a) shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. thereof.
(d) Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Debt incurred pursuant thereto and (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In additionSection 2.27, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Davita Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in the form of (a) Other Term Loans or Other Term Commitments in respect of (i) all or any portion of the any Class of Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (iib) Other Revolving Loans or Other Revolving Credit Commitments in respect of all or any portion of the any Class of Revolving Credit Loans (or and the unused Revolving Credit CommitmentsCommitments with respect to such Class of Revolving Loans) then outstanding under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Commitments or Other Revolving Credit CommitmentsLoans), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing pricing, fees (including upfront fees and OID) and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date with respect to the Class of Loans (or unused Commitments) Revolving Credit Commitments being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date ofof the Class of Term Loans being refinanced, and will have a Weighted Average Life to Maturity that is not shorter than, than the remaining Weighted Average Life to Maturity of the Class of Term Loans being refinanced and (iv) except as otherwise permitted herein, will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a wholewhole that are substantially identical to, not materially or no more favorable to the investors Lenders providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt Debt; provided further that (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that x) the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedobtained and (y) the effectiveness of any Refinancing Amendment, together with the effectiveness of any Revolving Commitment Increase, shall not result in there being more than three separate Maturity Dates in effect for all Revolving Credit Commitments. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 4.01(b) and (c) (it being understood that all references to “the date of such Credit Event” or similar language in Section 4.01(b) and (c) shall be deemed to refer to the effective date of such Refinancing Amendment) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 4.02 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.29 shall be in an aggregate principal amount that is (x) not less than $25,000,000 10,000,000 in the case of Other Term Loans or $10,000,000 5,000,000 in the case of Other Revolving Credit Commitments or Other Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debtthereof. Any Refinancing Amendment may provide for the issuance of Letters of CreditCredit for the account of the Borrower, or the provision to the Borrower of Swing Line Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Swingline Loans under the Revolving Credit CommitmentsCommitments hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Bank, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments hereunder to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Date, the Lead Borrower may obtain, from any Lender or any Additional Lenderadditional Eligible Assignee, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Initial Term Loans, Incremental Term Loans or New Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) Loans or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Term Loan Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, pursuant to a Refinancing AmendmentLoan Commitments; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or incurred by the Lead Borrower will rank pari passu or junior (and subordinate) in right of payment and of security with the other Term Loans and Commitments hereunder, (ii) will have such pricing and pricing, fees, premiums, interest or optional prepayment or redemption terms as may be agreed by the applicable Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to Agreement Refinancing Indebtedness in the maturity date form of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term CommitmentsLoan Commitments shall share ratably in any prepayments of Initial Term Loans, will have Incremental Term Loans or New Term Loans, as the case may be (unless the Other Term Loans agree to participate on a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced less than pro rata basis in any voluntary or mandatory prepayments or repayments) and (iv) will have terms and conditions that are substantially identical to, or (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more ) less favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)Debt; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the applicable Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.26 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans and (y) an integral multiple of $1,000,000 in excess thereof. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 4.01 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (including amendments to the Mortgages) in order to ensure that the Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in provided with the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount benefit of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. Loan Documents.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.26.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtainmay, subject to the third from last sentence of this Section, obtain from any existing Lender or any other Eligible Assignee reasonably satisfactory to the Borrower and, in the case of any Other Revolving Commitments, the Revolving Agent, the Swing Line Lender and the Issuing Bank (any such existing Lender or other Person being called an “Additional Refinancing Lender, ”) Credit Agreement Refinancing Indebtedness under this Agreement in respect of (ia) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (iib) all or any portion of the Revolving Credit Loans Commitments (or unused including the corresponding portion of the Revolving Credit CommitmentsLoans) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Commitments (including the corresponding portion of the Other Revolving Credit CommitmentsLoans), in each case, in the form of either (x) Other Term Loans or Other Term Commitments Commitments, in the case of clause (a) or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andin the case of clause (b), in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will (A) rank pari passu or junior (and subordinate) in right of payment and of security or (B) be unsecured and rank pari passu or junior in right of payment, in each case, with the other Loans and Commitments hereunder, (ii) will have such pricing pricing, interest, fees, premiums and optional prepayment terms as may be agreed by the Borrower and the Additional Refinancing Lenders thereof, (iii) not be secured by any assets that do not constitute Collateral, (xiv) will be borrowed by the Borrower and guaranteed solely by Holdings and the Subsidiary Guarantors (or a person that becomes a Subsidiary Guarantor at the time of incurrence of such Credit Agreement Refinancing Indebtedness), (v) shall provide that each Class of Credit Agreement Refinancing Indebtedness shall be prepaid and repaid (or offered to be repaid, as applicable) on a pro rata basis with respect all voluntary prepayments and mandatory prepayments (other than amortization payments) of the corresponding Class of Refinanced Debt (or, as may be agreed to any Other Revolving by the Lenders and Additional Refinancing Lenders providing such Credit Loans or Other Revolving Credit CommitmentsAgreement Refinancing Indebtedness in the respective Refinancing Amendment, otherwise provide for more favorable prepayment treatment for such other Classes of Refinanced Debt), (vi) will not have a shorter final maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a shorter Weighted Average Life to Maturity that Maturity), than the respective Class of Refinanced Debt, (vii) shall, if the Refinanced Debt is not shorter thansubordinated in right of payment to, or to the Lien securing, the Loans being refinanced Obligations, be subordinated in right of payment to, or to the Liens securing, the Obligations, as applicable, on terms (a) at least as favorable (taken as a whole) (as reasonably determined by the Borrower) to the Lenders as those contained in the documentation governing the Refinanced Debt or (b) otherwise reasonably acceptable to the Administrative Agent and (ivviii) will have except as permitted in clause (ii) above, the other terms and conditions of such Credit Agreement Refinancing Indebtedness (other than excluding pricing, fees and optional prepayment and subordination or redemption terms) that are, taken as a whole, not materially more favorable (as determined by the Borrower) to the investors Lenders providing such Credit Agreement Refinancing Indebtedness than, than those applicable to the Refinanced Debt (except for covenants or other provisions applicable exclusively only to periods commencing after the then-applicable Latest Maturity Date at of the time such Indebtedness is incurredof the applicable Refinanced Debt); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction (or waiver in accordance with the terms of such Refinancing Amendment) on the date thereof of each of the conditions set forth in Section 4.02 6.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent), (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents and (iii) such other conditions as are mutually agreed with the participating Additional Refinancing Lenders. Each Class of Credit Agreement Refinancing Indebtedness (other than in connection with an extension of the maturity of Term Loans) incurred under this Section 2.15 2.17 shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or 5,000,000, provided that such amount may be less than $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless 5,000,000 if such amount represents all the total outstanding remaining availability under the aggregate principal amount of the Refinanced DebtCredit Agreement Refinancing Indebtedness set forth above. Any Refinancing Amendment may provide for the issuance of Letters of CreditCredit for the account of the Borrower, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms (other than with respect to requirements to satisfy financial covenants prior to issuance of Letters of Credit or borrowing Swing Line Loans) applicable to Letters of Credit and Swing Line Loans under this Agreement before giving effect to such Refinancing Amendment. In addition, any such amendment shall provide that, if consented to by each relevant Issuing Bank, (a) with respect to any Letters of Credit the expiration date for which extend beyond the maturity date for the non-refinanced Revolving Commitments, participations in such Letters of Credit on such maturity date shall be reallocated from Lenders holding Revolving Commitments to Lenders holding refinanced Revolving Commitments in accordance with the terms of such amendment (provided that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly) and (b) limitations on drawings of Revolving Loans and issuances, extensions and amendments to Letters of Credit shall be implemented giving effect to the foregoing reallocation prior to such reallocation actually occurring to ensure that sufficient refinanced Revolving Commitments are available to participate in any such Letters of Credit. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Agent, and the Borrower, to effect the provisions of this Section. In addition, if so provided in Section and each Lender hereby expressly authorizes the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof . Each Additional Refinancing Lender shall be an Eligible Assignee and any Other Term Loans held by the relevant Lenders holding Revolving Credit CommitmentsSponsor, any Affiliated Lender, any Affiliated Investment Fund, or any Restricted Affiliated Lender shall be deemed subject to be participation interests the same restrictions applicable to assignments to such persons as set forth in respect Sections 12.04 and 12.12 hereof (including voting restrictions and, where applicable, an aggregate cap on the amount of Term Loans held by such Revolving Credit Commitments and persons, in each case, pursuant to the terms of such participation interests (including, without limitation, the commission applicable thereto) set forth in this Agreement). No Lender shall be adjusted accordingly.
(b) obligated to provide any Credit Agreement Refinancing Indebtedness, unless it so agrees. This Section 2.15 2.17 shall supersede any provisions in Section 2.13 2.08 or Section 11.01 12.12 to the contrary. With respect to Revolving Loans, each reference to the Administrative Agent in this clause shall also be deemed to be a reference to the Revolving Agent.
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the Term Loans (which for purposes of this sentence will be deemed to include any Incremental Term Loans or Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this clause (i) sentence will be deemed to include any then outstanding Other Term Incremental Revolving Loans) or (ii) all or any portion of the , Incremental Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding , Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will may be unsecured or will rank secured by Liens on the Collateral on a pari passu or junior (and subordinate) in right of payment and of security basis with respect to the Liens on the Collateral securing the other Loans and Commitments hereunderhereunder (provided that to the extent such Term Loans are secured by junior liens the applicable parties shall have entered into a customary intercreditor agreement reasonably satisfactory to the Administrative Agent and the Borrower), (ii) will have such pricing (including, for the avoidance of doubt, any “most favored nation” pricing provision), interest rate margins (including whether such interest is payable in cash or in kind), rate floors, discounts, fees, premiums, prepayment premiums and optional prepayment terms as may be agreed by the Borrower and the Lenders thereofthereof (provided, that such Credit Agreement Refinancing Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment), (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of the Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced, (iv) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of the Revolving Commitments or the Other Revolving Commitments being so refinanced and (ivv) subject to clause (ii) above, will have terms and conditions that are substantially identical to, or no more favorable (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable ) to the lenders or investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt or such terms shall be current market terms (except as reasonably determined by the Borrower) for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)type of Indebtedness; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. .
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.20 shall be in an aggregate principal amount that is (x) not less than $25,000,000 10,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 10,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debtin each case. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Revolving Loans, Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglySection 2.20.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower The Borrowers may obtain, from any Lender or any Additional Lenderother bank, Credit Agreement Refinancing Indebtedness in respect of (i) all financial institution or other institutional lender or investor that agrees to provide any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Refinancing Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit , Refinancing Term Loan Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Refinancing Revolving Credit Loans or Other Refinancing Revolving Credit Commitments and, in each case, pursuant to a Refinancing AmendmentAmendment in accordance with this Section 2.18 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent, each Swing Line Lender and each LC Issuer shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments to the extent such consent, if any, would be required under the definition of “Eligible Assignee” for an assignment of Loans or Revolving Commitments, as applicable, to such Lender or Additional Refinancing Lender); provided that such Credit Agreement Refinancing Indebtedness (iA) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (iiB) will have such pricing (including interest rates, fees, premiums, interest rate floors, OID) and optional prepayment terms as may be agreed by the Parent Borrower and the Lenders lenders thereof and (C) may contain a customary excess cash flow mandatory prepayment, provisions permitting borrower repurchases of Refinancing Term Loans and customary MFN pricing protection with respect to Incremental Term Facilities as may be agreed by the Parent Borrower and the lenders thereof, (iiiD) (x) with respect to any Other Refinancing Revolving Credit Loans or Other Refinancing Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date Maturity Date of the Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Refinancing Term Loans or Other Refinancing Term Loan Commitments, (1) will have a maturity date that is not prior to the maturity date ofof the Term Loans being refinanced, and (2) will have a Weighted Average Life to Maturity that is not shorter than, than the Weighted Average Life to Maturity of the Term Loans being refinanced at the time of such refinancing (other than to the extent of nominal amortization for periods where amortization has been eliminated or reduced as a result of prepayments of such Term Loans), (E) which refinances the Initial Term Loans shall refinance all (but not less than all) Initial Term Loans outstanding at the time of incurrence of such Credit Agreement Refinancing Indebtedness and (ivF) will have terms and conditions that are (i) otherwise consistent with the applicable requirements set forth in the definition of “Credit Agreement Refinancing Indebtedness” and (ii) other than as provided in clauses (B) and (C) above with respect to pricing, fees, rate floors, optional prepayment terms, excess cash flow mandatory prepayment terms, borrower repurchases and subordination terms) that areMFN pricing protection, substantially identical to, or (taken as a whole, not materially ) no more favorable (as reasonably determined by the Parent Borrower in good faith) to the investors lenders providing such Credit Agreement Refinancing Indebtedness thanIndebtedness, than those applicable to the applicable Refinanced Debt (except for any covenants or other provisions applicable exclusively only to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is of the applicable Refinanced Debt).
(b) Notwithstanding anything to the contrary in effect this Section 2.18 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (B) repayments required upon the maturity date of the Refinancing Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of obtaining any Refinancing Amendment Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Commitments, (2) subject to the satisfaction on the date thereof provisions of each of the conditions set forth in Section 4.02 and, 2.04(e) and Section 2.05(h) to the extent reasonably requested dealing with Swing Loans and Letters of Credit which mature or expire after a maturity date when there exist Refinancing Revolving Credit Commitments with a longer maturity date, all Swing Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders (including any Additional Refinancing Lender) with Commitments (including any Refinancing Revolving Credit Commitments) in accordance with their Revolving Facility Percentage (and except as provided in Section 2.04(e) and Section 2.05(h), without giving effect to changes thereto on an earlier maturity date with respect to Swing Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Refinancing Revolving Credit Commitments after the date of obtaining any Refinancing Revolving Credit Commitments shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans shall be governed by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans.
(other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). c) Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.18 shall be in an aggregate principal amount that is either (xa) sufficient to Refinance the entire outstanding amount of the applicable Class of Loans and/or Commitments being Refinanced pursuant to this Section 2.18 or (b) not less than (x) $25,000,000 2,500,000 in the case of Other Refinancing Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple multiples of $1,000,000 in excess thereof unless such amount represents and (y) $1,000,000 in the total outstanding amount case of the Refinanced DebtRefinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans and integral multiples of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of CreditCredit for the account of the Parent Borrower, or the provision to the Parent Borrower of Swing Line Loans, pursuant to any Other Refinancing Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Class of Revolving Commitments to be refinanced; provided that (i) terms relating to pricing, fees or premiums may vary to the extent otherwise permitted by this Section 2.18 and set forth in such Refinancing Amendment, (ii) all Swing Loans and Letters of Credit thereunder and hereunder shall be participated on a pro rata basis by all Revolving Lenders (including any Additional Refinancing Lender) with Revolving Commitments (including any Refinancing Revolving Credit Commitments) in accordance with their Revolving Facility Percentage and (iii) the LC Issuers and Swing Line Lender shall have consented to such Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates reasonably satisfactory to the Administrative Agent and (ii) reaffirmations and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. .
(d) Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, that this Agreement shall and the other Loan Documents may be deemed amended pursuant to a Refinancing Amendment to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Term Loans, Other Refinancing Revolving Credit Loans, Other Refinancing Revolving Credit Commitments and/or Other Refinancing Term Loan Commitments). Any Refinancing Amendment may, without (ii) make such other changes to this Agreement and the consent other Loan Documents consistent with the provisions and intent of any other LendersSection 10.12(h), and (iii) effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section. In additionSection 2.18, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(be) This Section 2.15 2.18 shall supersede any provisions in Section 2.13 2.14 or Section 11.01 10.12 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.18 may be amended with the consent of the Required Lenders. No Lender shall be under any obligation to provide any Refinancing Term Loan Commitment or Refinancing Revolving Credit Commitment unless such Lender executes a Refinancing Amendment.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans made to the Borrower then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Loan Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower Intermediate Holdings and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, than the Term Loans being refinanced and refinanced, (iv) subject to clause (ii) above, will have terms and conditions (other than pricingthat are substantially identical to, optional prepayment and subordination terms) that are, taken as a whole, not materially more or less favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt and (except for covenants or other provisions applicable exclusively v) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)prepayment of outstanding Term Loans being so refinanced; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower Intermediate Holdings and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)4.01. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.21 shall be in an aggregate principal amount that is (x) not less than $25,000,000 50,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsthereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing 1304976.12A-NYCSR02A - MSW Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerIntermediate Holdings, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.21 shall supersede any provisions in Section 2.13 2.14 or Section 11.01 10.02 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) Section 2.13 will be deemed to include any then outstanding Other Term Loans, Incremental Loans or Extended Loans) established in exchange for, or (ii) all to renew, replace, repurchase, retire or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments)refinance, in each casewhole or in part, as selected by the Borrower, any one or more then existing Classes of Loans, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing pricing, interest, fees, rate floors, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof, (iii) shall not have a greater principal amount than the principal amount of the Loans being refinanced plus any accrued but unpaid interest on such Loans plus the amount of any fees, expenses, tender premium or penalty or premium required to be paid or incurred in connection with the issuance of such Indebtedness, (xiv) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date ofearlier than, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced thereby, (v) will not be secured by any property or assets of Parent or any of its Subsidiaries other than the Collateral, (vi) will not be guaranteed by any Person other than a Guarantor (or a Person that becomes a Guarantor substantially simultaneously with the incurrence of such Indebtedness), (vii) shall have become subject to the provisions of the ABL Intercreditor Agreement and a First Lien Intercreditor Agreement, (viii) other than as permitted or required under clauses (ii) through (iv) above, will have terms and conditions that are substantially identical to, or (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially whole and as determined in good faith by the Borrower) are no more favorable to the investors lenders or holders providing such Credit Agreement Refinancing Indebtedness thanthan those applicable to the Loans being refinanced or shall otherwise be on current market terms and (ix) the Loans being refinanced shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, within one (1) Business Day of the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time date such Indebtedness is incurred)issued, incurred or obtained; provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis, except to the extent any mandatory prepayments are made with Declined Proceeds) in any mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)agreements. Each Class Borrowing of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.13 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.13. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.13 shall supersede any provisions in Section 2.13 2.11 or Section 11.01 10.01 to the contrary.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Restatement Effective Date, the Borrower may obtain, obtain from any Lender or any Additional Lender, Refinancing Lender Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) purpose will be deemed to include any then outstanding Other Refinancing Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Refinancing Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andLoans, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Term Loans and Term Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect except as may be agreed to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to by the maturity date of Loans (or unused Commitments) being refinanced Lenders and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors Additional Refinancing Lenders providing such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Lenders waiving their pro rata share of any applicable prepayment or repayment), each Class of Refinancing Term Loans shall be prepaid and repaid on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) with all voluntary prepayments and mandatory prepayments of the other Classes of Term Loans, it being understood that the amortization schedule applicable to the Refinancing Term Loans shall be determined by the Borrower and the Lenders providing the Refinancing Term Loans and (iv) except as provided in clauses (ii) and (iii) above or as provided below, shall have covenants, events of default, guarantees, collateral and other terms which are substantially identical to, or less favorable to the Lenders of such Refinancing Term Loans than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)Debt; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 Sections 4.02(a), (b) and (c) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions, officers’ resolutions and officer’s certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Loan Documents. Each Class tranche of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Commitments subject thereto as Other Refinancing Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Refinancing Term Commitments). Any , (ii) provide certain class protection to the Lenders and Additional Refinancing Amendment mayLenders providing such Credit Agreement Refinancing Indebtedness with respect to voluntary prepayments and mandatory prepayments, (iii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the third paragraph of Section 10.01 (without the consent of any other Lenders, the Required Lenders called for therein) and (iv) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in and the relevant Refinancing Amendment and with Required Lenders hereby expressly authorize the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Avaya Inc)
Refinancing Amendments. (a) At any time after the Closing Date, the each Co-Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans made to such Co-Borrower then outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Loan Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower Designated Company and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, than the Term Loans being refinanced and refinanced, (iv) subject to clause (ii) above, will have terms and conditions (other than pricingthat are substantially identical to, optional prepayment and subordination terms) that are, taken as a whole, not materially more or less favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt and (except for covenants or other provisions applicable exclusively v) the proceeds of such Credit Agreement Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)prepayment of outstanding Term Loans being so refinanced; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other 972172.01-CHISR01A - MSW covenants or other provisions that are agreed between the Borrower Designated Company and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 4.03 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)4.02. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.24 shall be in an aggregate principal amount that is (x) not less than $25,000,000 50,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsthereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Loan Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerDesignated Company, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.24 shall supersede any provisions in Section 2.13 2.14 or Section 11.01 11.02 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) Section 2.19 will be deemed to include any then outstanding Other Term Loans) , Additional Term Loans or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit CommitmentsExtended Term Loans), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments and, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (ia) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Term Loans and Term Commitments hereunder, (iib) will have such pricing pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof, (iiic) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date ofearlier than, and will have a Weighted Average Life weighted average life to Maturity that is maturity not shorter than, the Term Loans being refinanced and (ivd) will have terms and conditions (other than as set forth in the foregoing clause (c) and pricing, premiums and optional prepayment and subordination or redemption terms) that areare substantially identical to, or (taken as a whole, not materially whole as determined by the Borrower in good faith) are no more favorable to the investors lenders providing such Credit Agreement Refinancing Indebtedness than, than those applicable to the Refinanced Debt Loans being refinanced (except for covenants or other provisions applicable exclusively only to periods commencing after the Latest Maturity Date at the time of incurrence of such Indebtedness is incurred(immediately prior to the effectiveness of the Refinancing Amendment); provided, further, provided further that the terms and conditions applicable to Borrower may incur such Credit Agreement Refinancing Indebtedness to effectuate a Repricing Transaction. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. For the avoidance of doubt, neither the Borrower nor its Affiliates may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtainedOther Term Loans. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, (i) receipt by the Administrative Agent of legal opinions, board resolutions, lien searches and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion and otherwise reasonably satisfactory to the Administrative AgentAgent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Other Term Loans are provided with the benefit of the applicable Loan Documents). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.19 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments10,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this SectionSection 2.19. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Section 2.15 2.19 shall supersede any provisions in Section 2.13 2.12 or Section 11.01 10.01 to the contrary.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Effective Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (ia) all or any portion of the Term Loans then then-outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (iib) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then then-outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iiiii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date ofof the Term Loans being refinanced, and will have a Weighted Average Life to Maturity that is not shorter than, (iii) the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing proceeds of such Credit Agreement Refinancing Indebtedness thanshall be applied, substantially concurrently with the Refinanced Debt (except for covenants incurrence thereof, to the prepayment of outstanding Term Loans or other provisions applicable exclusively to periods commencing after reduction of Revolving Commitments being so refinanced, as the Latest Maturity Date at the time such Indebtedness is incurred)case may be; provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 2.23 shall be in an aggregate principal amount that is (x) not less than $25,000,000 5,000,000 in the case of Other Term Loans or $10,000,000 5,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debtthereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C IssuerIssuing Bank, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Notwithstanding anything to the contrary, this Section 2.15 2.23 shall supersede any provisions in Section 2.13 2.18 or Section 11.01 9.02 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Advisory Board Co)
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Term Loan Lender or any Additional LenderIncremental Lender providing Incremental Term Loans, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then then-outstanding under this Agreement (which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andRefinancing Notes, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iiiii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of the Term Loans (or unused Commitments) being refinanced refinanced, and (yiii) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing proceeds of such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to applied, substantially concurrently with the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 andincurrence thereof, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent prepayment of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent)outstanding Term Loans. Each Class class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 5.18 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans 5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitmentsthereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Term Commitments and/or Other Term CommitmentsRefinancing Notes). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This Notwithstanding anything to the contrary, this Section 2.15 5.18 shall supersede any provisions in Section 2.13 5.4, Section 5.6, Section 5.7, Section 10.4 or Section 11.01 12.2 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Orbital Atk, Inc.)
Refinancing Amendments. (a) At The Borrower may, at any time or from time to time after the Closing Agreement Date, by notice to the Borrower may obtainAdministrative Agent (a “Refinancing Term Loan Request”), from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of request (i) all the establishment of one or any portion more new Classes of the Term Loans then outstanding under this Agreement (which any such new Class, “Refinancing Term Commitments”), established in exchange for, or to replace, repurchase, retire or refinance, in whole or in part, as selected by the Borrower, any one or more then-existing Class or Classes of Term Loans (with respect to a particular Refinancing Term Commitment or Refinancing Term Loan, such existing Term Loans, “Refinanced Debt”), whereupon the Administrative Agent shall promptly deliver a copy of each such notice to each of the Lenders holding such proposed Refinanced Debt.
(b) Each Refinancing Term Loan Request from the Borrower pursuant to this Section 2.4 shall set forth the requested amount and proposed terms of the relevant Refinancing Term Loans and identify the proposed Refinanced Debt with respect thereto. Any Refinancing Term Loans made pursuant to Refinancing Term Commitments made on a Refinancing Agreement Date shall be designated a separate Class of Refinancing Term Loans for all purposes of this clause Agreement. Refinancing Term Loans may be made by any existing Lender (but no existing Lender will have an obligation to make any Refinancing Term Commitment, nor will the Borrower have any obligation to approach any existing Lender to provide any Refinancing Term Commitment) or by any Additional Lender (each such Additional Lender providing such Refinancing Term Commitment or Refinancing Term Loan, a “Refinancing Term Lender”); provided that the Administrative Agent shall have consented (such consent not to be unreasonably conditioned, withheld or delayed) to such Lender’s or Additional Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 13.2 for an assignment of Term Loans, to such Additional Lender.
(c) On any Refinancing Agreement Date on which any Refinancing Term Commitments of any Class are effected, subject to the satisfaction of the terms and conditions in this Section 2.4, (i) will be deemed each Refinancing Term Lender of such Class shall make a Term Loan, severally, but not jointly or jointly and severally with the other Refinancing Term Lenders, to include any then outstanding Other the Borrower (a “Refinancing Term LoansLoan”) or in an amount equal to its Refinancing Term Commitment of such Class and (ii) all or any portion each Refinancing Term Lender of such Class shall become a Lender hereunder with respect to the Refinancing Term Commitment of such Class and the Refinancing Term Loans of such Class made pursuant thereto.
(d) The terms, provisions and documentation of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Refinancing Term Loans and Other Revolving Credit Commitments)Refinancing Term Commitments of any Class shall be as agreed between the Borrower, in each case, in the form of either (x) Other applicable Refinancing Term Lenders providing such Refinancing Term Loans or Other Refinancing Term Commitments and the Administrative Agent (in the case of the Administrative Agent, only with respect to terms and provisions not otherwise specified in this Section 2.4 that adversely affect the rights or (y) Other Revolving Credit obligations of the Administrative Agent), and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Other Revolving Credit Commitments andexisting on the Refinancing Agreement Date, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness shall be consistent with clauses (i) will be unsecured or will through (vi) below:
(i) at the Borrower’s option, may rank pari passu or junior (and subordinate) in right of payment and with the Obligations under the then existing Term Loans, may be pari passu or junior in right of security with the other Obligations under the then existing Term Loans and Commitments hereunder(and, if junior in right of security, subject to an Appropriate Intercreditor Agreement) or may be unsecured;
(ii) will have as of the Refinancing Agreement Date, such pricing and optional prepayment terms as may be agreed by Refinancing Term Loans shall not mature earlier than the Borrower and Maturity Date of the Lenders thereof, Refinanced Debt;
(iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitmentsas of the Refinancing Agreement Date, will have a maturity date that is not prior to the maturity date of Loans (or unused Commitments) being refinanced and (y) with respect to any Other such Refinancing Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will shall have a Weighted Average Life to Maturity that is not shorter than, than the remaining Weighted Average Life to Maturity of the Refinanced Debt on the date of incurrence of such Refinancing Term Loans being refinanced and (except by virtue of amortization or prepayment of the Refinanced Debt prior to the time of such incurrence);
(iv) will shall have terms an applicable margin and, subject to clauses (d)(ii) and conditions (other than pricingd)(iii) above, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between amortization determined by the Borrower and the Lenders thereof applicable Refinancing Term Lenders;
(v) shall not be subject to any guarantee by any person other than an Obligor;
(vi) may, in the case of any Refinancing Term Loans that are pari passu in right of payment and right of security with then existing Term Loans, provide for the ability to participate on a pro rata basis, or on a less than pro rata basis (but not on a greater than pro rata basis), in any mandatory prepayments of such Term Loans hereunder, as specified in the applicable only during periods after Refinancing Amendment; and
(vii) to the Latest Maturity Date that is in effect extent such Refinancing Term Loans are secured by a Lien on the date Collateral, such Credit Agreement Refinancing Indebtedness is issued, incurred Term Loans shall not be secured by any assets of the Borrower or obtained. its Restricted Subsidiaries not constituting Collateral.
(e) The effectiveness of any Refinancing Amendment Amendment, and the Refinancing Term Commitments thereunder, shall be subject to the satisfaction on the date thereof (a “Refinancing Agreement Date”) of each of the following conditions, together with any other conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 Refinancing Amendment:
(other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement i) each Refinancing Indebtedness incurred under this Section 2.15 Term Commitment shall be in an aggregate principal amount that is (x) not less than $25,000,000 5,000,000 and shall be in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple increment of $1,000,000 in excess thereof unless (provided that such amount represents may be less than $5,000,000 and not in an increment of $1,000,000 if such amount is equal to the total entire outstanding principal amount of Refinanced Debt);
(ii) after giving effect to such Refinancing Term Commitments, the condition of Sections 10.1(e) and 10.1(i) shall be satisfied; and
(iii) the principal amount (or accreted value, if applicable) of such Refinancing Term Loans shall not exceed the principal amount (or accreted value, if applicable) of the Refinanced Debt. Any Debt (plus the amount of unpaid accrued or capitalized interest and premiums thereon (including make-whole premiums, prepayment premiums, tender premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge), underwriting discounts, original issue discount, defeasance costs, fees (including upfront fees), commissions and expenses).
(f) Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, Term Loans shall be established pursuant to any Other Revolving Credit Commitments established therebyan amendment (a “Refinancing Amendment”) to this Agreement and, in as appropriate, the other Loan Documents, executed by the Borrower, each case on terms substantially equivalent to Refinancing Term Lender providing such Refinancing Term Loans and the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit CommitmentsAdministrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other LendersObligor, agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In additionSection 2.4, including, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuerapplicable, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof amendments as deemed necessary by the relevant Administrative Agent in its reasonable judgment to (i) effect any lien subordination and associated rights of the applicable Lenders holding Revolving Credit Commitmentsto the extent any Refinancing Term Loans are to rank junior in right of security and (ii) that any Previously Absent Financial Maintenance Covenant does not benefit any Term Loans hereunder. The Borrower will use the proceeds, be deemed if any, of the Refinancing Term Loans in exchange for, or to be participation interests in respect of such Revolving Credit Commitments extend, renew, replace, repurchase, retire or refinance, and the terms of such participation interests (includingshall permanently terminate applicable commitments under, without limitationsubstantially concurrently, the commission applicable thereto) shall be adjusted accordinglyRefinanced Debt.
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Herc Holdings Inc)
Refinancing Amendments. (a) At any time On one or more occasions after the Closing Date, the Borrower may obtainmay, from any Lender or any Additional Lenderby notice to the Administrative Agent (a “Refinancing Loan Request”), Credit Agreement request Refinancing Indebtedness Term Commitments in respect of (i) all or any portion of the Term Loans of any Class or Classes (including any Incremental Term Loans) then outstanding under this Agreement Agreement.
(b) On any Refinancing Facility Closing Date on which for purposes of this clause (i) will be deemed to include any then outstanding Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Refinancing Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andof any Class are effected, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior subject to the maturity date satisfaction of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors providing such Credit Agreement Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable in this Section 2.17, (i) each Term Lender that agrees to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between Loan Request (a “Refinancing Term Lender”) of such Class shall make a Refinancing Term Loan to the Borrower in an amount equal to its Refinancing Term Commitment of such Class and (ii) each Refinancing Term Lender of such Class shall become a Lender hereunder with respect to the Refinancing Term Commitment of such Class and the Lenders thereof Refinancing Term Loans of such Class made pursuant thereto.
(c) Each Refinancing Loan Request from the Borrower pursuant to this Section 2.17 shall set forth the requested amount and applicable only during periods after proposed terms of the Latest Maturity Date that is in effect on the date such Credit Agreement relevant Refinancing Indebtedness is issued, incurred or obtainedTerm Loans. Refinancing Term Loans may be provided by any Refinancing Term Lender.
(d) The effectiveness of any Refinancing Amendment Amendment, and the Refinancing Term Commitments thereunder, shall be subject to the satisfaction on the date thereof (a “Refinancing Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Refinancing Amendment:
(i) after giving effect to such Refinancing Term Commitments and the Refinancing Term Loans to be made pursuant thereto, the conditions of Section 4.02 shall be satisfied;
(ii) each Refinancing Term Commitment shall be in an aggregate principal amount that is not less than […***…] and shall be in an increment of […***…] (provided that such amount may be less than […***…] and not in an increment of […***…] if such amount is equal to the entire outstanding principal amount of the Term Loans to be refinanced thereby); and,
(iii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements (including solvency certificates) consistent with those delivered on the Closing Date under Section 4.01 (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Agent and (B) reaffirmation agreements and/or such amendments to the Guaranty and the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Refinancing Term Lenders are provided with the benefit of the applicable Loan Documents.
(e) The terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments shall be as agreed between the Borrower and the applicable Refinancing Term Lenders providing such Refinancing Term Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans existing on the Refinancing Facility Closing Date, shall satisfy the applicable requirements set forth in the provisos to the definition of “Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 Indebtedness”; provided that (i) such Refinancing Term Loans may participate on (I) a pro rata basis or less than pro rata basis (but not greater than a pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans hereunder, (ii) shall have the same rank in right of payment with respect to the other Senior Credit Obligations as the applicable Term Loans being refinanced and (iii) shall be secured by the Collateral and shall have the same rank in an aggregate principal amount that is (x) not less than $25,000,000 in right of security with respect to the case of Other other Senior Credit Obligations as the applicable Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and being refinanced.
(yf) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon that this Agreement and the effectiveness of any other Loan Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (including any amendments necessary ii) make such other changes to treat this Agreement and the Loans other Loan Documents consistent with the provisions and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent intent of any other Lenders, Section 10.01(d) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. Section 2.17, and the Lenders hereby expressly authorize the Administrative Agent and the Collateral Agent to enter into any such Refinancing Amendment.
(g) In additionlieu of incurring any Refinancing Term Loans, if so provided in the relevant Refinancing Amendment and with Borrower may, upon notice to the consent of each L/C IssuerAdministrative Agent, participations in Letters of Credit expiring on at any time or from time to time after the Revolving Closing Date issue, incur or otherwise obtain Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments Agreement Refinancing Indebtedness in accordance with the terms definition of such “Credit Agreement Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordinglyIndebtedness”.
(bh) This Section 2.15 2.17 shall supersede any provisions in Section 2.13 or Section 11.01 10.01 to the contrary.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Second Amendment Effective Date, the Borrower may obtain, obtain from any Lender or any Additional Lender, Credit Agreement Lender Term Loan Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (i) purpose will be deemed to include any then outstanding Other Refinancing Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Refinancing Term Loans or Other Refinancing Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or such Term Loan Refinancing Indebtedness will rank pari passu or junior (and subordinate) in right of payment and of security with the other Term Loans and Term Commitments hereunder, (ii) will such Term Loan Refinancing Indebtedness shall have such pricing pricing, fees, interest rate floors, funding discounts, margins and optional prepayment terms (including call protection and call premiums) and amortization schedule, as may be agreed by the Borrower and the Lenders thereof, provided, however, that (iiiA) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to in no event shall the final maturity date of any Refinancing Term Loans (or unused Commitments) being refinanced of a given Refinancing Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Term Loans hereunder and (yB) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not of any Refinancing Term Loans of a given Refinancing Series at the time of establishment thereof shall be no shorter thanthan the remaining Weighted Average Life to Maturity of any other Term Loans then outstanding, (iii) each Class of Refinancing Term Loans so established shall be prepaid and repaid in accordance with the Loans being refinanced payment application provisions of Section 2.05(a), (b)(iii) and (b)(vi) (as in effect on the Second Amendment Effective Date and without regard to any Refinancing Amendment), except as may otherwise be agreed to by the Lenders and Additional Lenders providing such Term Loan Refinancing Indebtedness in the respective Refinancing Amendment (but only to the extent such agreement results in a waiver by such Lenders or Additional Lenders of any share of any applicable prepayment or repayment to which they would otherwise be entitled), and (iv) will have terms except as otherwise provided in preceding clause (ii), such Term Loan Refinancing Indebtedness shall otherwise be treated hereunder no more favorably, including with respect to covenants and conditions events of default, than the Refinanced Term Debt; provided further that (other A) in the event that the Applicable Rates for any Refinancing Term Loans of a given Refinancing Series are greater than pricingthe Applicable Rates for any B-3 Extended Term Loans then outstanding by more than 0.50%, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable then the Applicable Rates for such B-3 Extended Term Loans shall be increased to the investors providing extent necessary so that the Applicable Rates for such Credit Agreement B-3 Extended Term Loans are equal to the Applicable Rates for such Refinancing Indebtedness than, the Refinanced Debt (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurred)Term Loans minus 0.50%; provided, further, that in determining the Applicable Rates applicable to the B-3 Extended Term Loans and the Refinancing Term Loans of a given Refinancing Series, (x) OID or upfront fees (which shall be deemed, solely for purposes of this clause (x), to constitute like amounts of OID) payable by the Borrower to the Lenders of the Extended B-3 Term Loans or the Refinancing Term Loans, as the case may be, in the syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Administrative Agent and/or one or more of the Arrangers (or their respective affiliates) in connection with the Extended B-3 Term Loans or to NEWYORK 7904486 (2K) one or more arrangers (or their respective affiliates) of the Refinancing Term Loans shall be excluded and (z) with respect to the Refinancing Term Loans of a given Refinancing Series, to the extent that the LIBOR Reference Rate on the date of effectiveness of such Refinancing Term Loans is less than the interest rate floor, if any, applicable to the Refinanced Term Loans maintained as Eurocurrency Rate Loans, the amount of such difference shall be deemed added to the Applicable Rate for the Refinancing Term Loans solely for the purpose of determining whether an increase in the Applicable Rate for the B-3 Extended Term Loans shall be required and (B) the terms and conditions applicable to such Credit Agreement Term Loan Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Term Loan Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 Sections 4.02(a), (b) and (c) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, (i) board resolutions, resolutions and officers’ ' certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 Date, (other than changes ii) an opinion of counsel to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion the Loan Parties reasonably satisfactory acceptable to the Administrative Agent (w) as to the enforceability of such Refinancing Amendment and this Agreement as amended thereby, (y) to the effect that such Refinancing Amendment (including, without limitation, the Refinancing Term Loans or Refinancing Term Commitments provided therein) does not conflict with or violate the terms and provisions of Section 10.01 and (z) as to any other matter reasonably requested by the Administrative Agent), and (iii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (including Mortgage amendments) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Loan Documents. Each Class tranche of Credit Agreement Term Loan Refinancing Indebtedness incurred under this Section 2.15 2.16 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments50,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby (A) agrees that, upon that this Agreement and the effectiveness of any other Loans Documents may be amended pursuant to a Refinancing Amendment, this Agreement shall be deemed amended without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Term Loan Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Commitments subject thereto as Other Refinancing Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Refinancing Term Commitments). Any , (ii) provide certain class protection to the Lenders and Additional Lenders providing such Term Loan Refinancing Amendment mayIndebtedness with respect to voluntary prepayments and mandatory prepayments, without (iii) make such other changes to this Agreement and the consent other Loan Documents consistent with the provisions and intent of any other Lenders, the second paragraph of Section 10.01 and (iv) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment and (B) consents to the transactions contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of interest, fees or premium in respect of any Term Loan Refinancing Indebtedness on such terms as may be set forth in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly).
(b) This Section 2.15 shall supersede any provisions in Section 2.13 or Section 11.01 to the contrary.
Appears in 1 contract
Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness Debt in respect of (ia) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (ia) will be deemed to include any then outstanding Other Term Loans) or (iib) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Loan Commitments) under this Agreement (which for purposes of this clause (iib) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andCommitments, as the case may be, in each case, case pursuant to a Refinancing Amendment; provided that that, in addition to the other conditions set forth in the definition thereof, such Credit Agreement Refinancing Indebtedness Debt:
(i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with the other Loans and Commitments hereunder, ;
(ii) will have such pricing and pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrower and the Lenders thereof, ;
(iii) (x) with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Loans Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced and refinanced;
(iv) subject to clause (ii) above, will have terms and conditions that are either (other than pricingx) substantially identical to, optional prepayment and subordination terms) that areor, taken as a whole, not materially more less favorable to the investors Lenders or Additional Lenders providing such Credit Agreement Refinancing Indebtedness Debt than, the Refinanced Debt; and
(v) the proceeds of such Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Loans Commitments being so refinanced (except for covenants or other provisions applicable exclusively to periods commencing after the Latest Maturity Date at the time such Indebtedness is incurredand repayment of Revolving Loans outstanding thereunder); provided, further, provided further that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 7.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other Revolving Credit Loans and (y) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt7.1. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or Credit for the provision to account of the Borrower or any Restricted Subsidiary of Swing Line LoansHoldings, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. Commitments subject to the approval of the Issuing Lender.
(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments and/or Other Term Commitments). .
(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuerthe Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Credit Loan Maturity Date shall be reallocated from Lenders holding Revolving Credit Loans Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, provided that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitmentsrevolving commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments revolving commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This . Notwithstanding anything to the contrary in this Agreement, this Section 2.15 2.18 shall supersede any provisions in Section 2.13 or Section 11.01 Sections 2.8 and 13.12 to the contrarycontrary and the Borrower and the Administrative Agent may amend Section 2.8 to implement any Refinancing Amendment.
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Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or or, subject to the immediately succeeding sentence, any Additional Lendernew lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes the avoidance of this clause (i) doubt will be deemed to include any then outstanding Incremental Term Loans, Extended Term Loans and Other Term Loans) or (ii) all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (ii) will be deemed to include any then outstanding Other Revolving Credit Loans and Other Revolving Credit Commitments), in each case, in the form of either (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Credit Loans or Other Revolving Credit Commitments andLoan Commitments, as applicable, in each case, case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will be unsecured or will rank pari passu or junior (and subordinate) in right of payment and of security with with, or at the option of the Borrower, may be subordinated in right of payment and/or security (or be unsecured) to the other Term Loans and Term Loan Commitments hereunder, (ii) will have such pricing and optional prepayment redemption terms as may be agreed by the Borrower and the Lenders thereof, (iii) (x) the effective yield with respect to any Other Revolving Credit Loans or Other Revolving Credit Commitments, will have a maturity date that is not prior to the maturity date each Tranche of Loans (or unused Commitments) being refinanced and (y) with respect to any Other Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or Other otherwise) thereunder may be different than the effective yield for the Term Loans of other Tranche or Tranches of Term Loans and Term Loan Commitments, will have a maturity date that is not prior in each case, to the maturity date ofextent provided in the applicable Refinancing Amendment, and will have a Weighted Average Life to Maturity that is not shorter than, the Loans being refinanced and (iv) will have terms except as may be agreed to by the Lenders and conditions (other than pricing, optional prepayment and subordination terms) that are, taken as a whole, not materially more favorable to the investors any new lenders providing such Credit Agreement Refinancing Indebtedness thanin the respective Refinancing Amendment, each Tranche of Other Term Loans shall be prepaid and repaid on a pro rata basis with all voluntary prepayments and mandatory prepayments (but not amortization payments) of the Refinanced Debt other Tranches of Term Loans (except for covenants or other provisions applicable exclusively to periods commencing after and the Latest Maturity Date at the time such Indebtedness is incurred); provided, further, that the terms and conditions applicable to such proceeds of any Credit Agreement Refinancing Indebtedness shall be applied substantially concurrently with the incurrence thereof). For the avoidance of doubt, any Lender or, with the consent of the Borrower and, to the extent such consent would be required under Section 12.04 with respect to an assignment of Term Loans to such person, the consent of the Administrative Agent (which consent shall not be unreasonably withheld), any person that would be an Eligible Transferee may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Indebtedness.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on absence of a continuing Default or Event of Default and such other conditions, if any, as may be agreed by the date thereof of each of Borrower and the conditions Lenders providing such Credit Agreement Refinancing Indebtedness and set forth in Section 4.02 a Refinancing Amendment and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions, resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions opinion resulting from a change in law, change in fact or change to counsel’s form of opinion opinions reasonably satisfactory to the Administrative Agent). Each Class of Agent and (ii) reaffirmation agreements and/or, if necessary, such amendments to the Security Documents as may be reasonably requested by the Collateral Agent (including mortgage amendments) in order to ensure that the Credit Agreement Refinancing Indebtedness incurred under this Section 2.15 shall be in an aggregate principal amount that is (x) not less than $25,000,000 in provided with the case benefit of the applicable Credit Documents. Any Other Term Loans converted from or $10,000,000 exchanged for any then-existing Term Loans may, to the extent provided in the case of applicable Refinancing Amendment, be designated as an increase in any previously established Other Revolving Credit Loans and Term Loan.
(yc) an integral multiple of $1,000,000 in excess thereof unless such amount represents the total outstanding amount of the Refinanced Debt. Any Refinancing Amendment may provide for the issuance of Letters of Credit, or the provision to the Borrower of Swing Line Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended (without any consent from any Lender) to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Loan Commitments subject thereto as Other Term Loans, Other Revolving Credit Loans, Other Revolving Credit Commitments Loans and/or Other Term Loan Commitments) and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 12.12(e). Additionally, each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment in connection with any Credit Agreement Refinancing Indebtedness incurred pursuant to this Section 2.20 that is subordinated in right of payment and/or lien priority, the Credit Parties and the Collateral Agent will enter into intercreditor arrangements reasonably satisfactory to the Administrative Agent without the consent of any Lender.
(d) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in Section 2.17 and each Lender hereby expressly authorizes the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be reallocated from Lenders holding Revolving Credit Commitments Administrative Agent to Lenders holding extended revolving commitments in accordance with the terms of enter into any such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.
(b) This this Section 2.15 2.17 shall supersede any provisions in Section 2.13 12.06 or Section 11.01 12.12 to the contrary.
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