Refinancing Debt. (a) The Borrower may, subject to consent from the Administrative Agent (which consent shall not be unreasonably withheld or delayed), from time to time, add one or more new term loan facilities or one or more additional series of senior or junior secured or unsecured notes (“Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (A) will rank pari passu or junior in right of payment and in respect of lien priority with the other Loans hereunder; (B) will have such pricing, prepayment and optional redemption terms as may be agreed by the Borrower and the applicable Lenders thereof; (C) will have other terms and conditions (other than pricing, prepayment and optional redemption terms and terms and conditions applicable only after the latest then applicable Term Facility Maturity Date) substantially identical to or, taken as a whole, no more favorable to the Lenders providing such Refinancing Debt than those applicable to the Term Loans being refinanced (provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period); (D) will have a maturity date that is not prior to the Term Facility Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced; (E) any mandatory prepayment of any Refinancing Debt that comprises junior lien (to the Term Loans) or unsecured notes or loans may not be made; (F) any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (with the Term Loans) may only be made pro rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion of, or a lower priority with respect to, such mandatory prepayment); and (G) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans pursuant to Section 2.08 on a dollar-for-dollar basis; provided, further, that the terms and conditions applicable to such Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Refinancing Lenders thereof and applicable only during periods after (1) the latest Term Facility Maturity Date in respect of the Facilities that is in effect on the date such Refinancing Debt is issued, incurred or obtained or (2) all Facilities other than such Refinancing Debt shall have been paid in full. (b) The Borrower shall make any request for Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed), the Borrower may invite Lenders and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (lenders providing Refinancing Debt, “Refinancing Lenders”) pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Administrative Agent. (c) Notwithstanding the foregoing, no Refinancing Amendment shall become effective (the “Refinancing Borrowing Date”) under this Section 2.14 unless (i) on the date of such effectiveness, the conditions set forth in Section 5.01(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, (ii) the Administrative Agent shall have received, to the extent required by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicable) and consistent with those delivered on the Borrowing Date under Section 5.02 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom, and (iv) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Borrowing Date. (d) Each class of Refinancing Debt incurred under this Section 2.14 shall be in an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof. (e) 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 Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including, without limitation, for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than the Borrower, the Administrative Agent and the Lenders providing such Refinancing Debt, 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. This Section 2.14 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Altisource Portfolio Solutions S.A.)
Refinancing Debt. (a) The Borrower may, subject to consent from the Administrative Agent (which consent shall not be unreasonably withheld or delayed), from time to time, add one or more new term loan facilities or one or more additional series of senior or junior secured or unsecured notes (“Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (A) will rank pari passu or junior in right of payment and in respect of lien priority with the other Term B Loans hereunder; (B) will have such pricing, prepayment and optional redemption terms (subject to clause (E)) as may be agreed by the Borrower and the applicable Lenders thereof; (C) will have other terms and conditions (other than pricing, prepayment and optional redemption terms and terms and conditions applicable only after the latest then applicable Term Facility Maturity Date) substantially identical to or, taken as a whole, no more favorable to the Lenders providing such Refinancing Debt than those applicable to the Term Loans being refinanced (provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period); (D) will have a maturity date that is not prior to the Term Facility Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced; (E) any mandatory prepayment of any Refinancing Debt that comprises junior lien (to the Term Loans) or unsecured notes or loans may not be made; (F) any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (with the Term Loans) may only be made pro rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion of, or a lower priority with respect to, such mandatory prepayment); and (G) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans pursuant to Section 2.08 on a dollar-for-dollar basis; provided, further, that the terms and conditions applicable to such Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Refinancing Lenders thereof and applicable only during periods after (1) the latest Term Facility Maturity Date in respect of the Facilities that is in effect on the date such Refinancing Debt is issued, incurred or obtained or (2) all Facilities other than such Refinancing Debt shall have been paid in full.55 #96555161v28
(b) The Borrower shall make any request for Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed), the Borrower may invite Lenders ▇▇▇▇▇▇▇ and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (lenders providing Refinancing Debt, “Refinancing Lenders”) pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Administrative Agent.
(c) Notwithstanding the foregoing, no Refinancing Amendment shall become effective (the “Refinancing Borrowing Effective Date”) under this Section 2.14 unless (i) on the date of such effectiveness, the conditions set forth in Section 5.01(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, (ii) the Administrative Agent shall have received, to the extent required by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicable) and consistent with those delivered on the Borrowing Effective Date under Section 5.02 5.03 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom, therefrom and (iv) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Borrowing Effective Date.
(d) Each class of Refinancing Debt incurred under this Section 2.14 shall be in an aggregate principal amount that is (i) (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereofthereof or (ii) equal to the entire remaining principal amount of the Term Loans then outstanding.
(e) 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 Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including, without limitation, for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than the Borrower, the Administrative Agent and the Lenders providing such Refinancing Debt, 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. This Section 2.14 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary.56 #96555161v28
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Altisource Portfolio Solutions S.A.)
Refinancing Debt. (a) The Borrower may, subject to consent from the Administrative Agent (which consent shall not be unreasonably withheld or delayed), from time to time, add one or more new term loan facilities or one or more additional series of senior or junior secured or unsecured notes (“Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (A) will rank pari passu or junior in right of payment and in respect of lien priority with the other Loans hereunder; (B) will have such pricing, prepayment and optional redemption terms as may be agreed by the Borrower and the applicable Lenders thereof; (C) will have other terms and conditions (other than pricing, prepayment and optional redemption terms and terms and conditions applicable only after the latest then applicable Term Facility Maturity Date) substantially identical to or, taken as a whole, no more favorable to the Lenders providing such Refinancing Debt than those applicable to the Term Loans being refinanced (provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period); (D) will have a maturity date that is not prior to the Term Facility Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced; (E) any mandatory prepayment of any Refinancing Debt that comprises junior lien (to the Term Loans) or unsecured notes or loans may not be made; (F) any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (with the Term Loans) may only be made pro pro-rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion of, or a lower priority with respect to, such mandatory prepayment); and (G) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans pursuant to Section 2.08 2.08(b) on a dollar-for-dollar basis; and provided, further, that the terms and conditions applicable to such Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Refinancing Lenders thereof and applicable only during periods after (1) the latest Term Facility Latest Maturity Date in respect of the Facilities that is in effect on the date such Refinancing Debt is issued, incurred or obtained or (2) all Facilities other than such Refinancing Debt shall have been paid in full.
(b) The Borrower shall make any request for Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed), the Borrower may invite Lenders and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (lenders providing Refinancing Debt, “Refinancing Lenders”) pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Administrative Agent.
(c) Notwithstanding the foregoing, no Refinancing Amendment shall become effective (the “Refinancing Borrowing Effective Date”) under this Section 2.14 unless (i) on the date of such effectiveness, the conditions set forth in Section 5.01(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, (ii) the Administrative Agent shall have received, to the extent required by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicable) and consistent with those delivered on the Borrowing Closing Date under Section 5.02 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom, therefrom and (iv) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Borrowing Effective Date.
(d) Each class of Refinancing Debt incurred under this Section 2.14 shall be in an aggregate principal amount that is (i) (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereofthereof or (ii) equal to the entire remaining principal amount of the Term Loans then outstanding.
(e) 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 Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including, without limitation, for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than the Borrower, the Administrative Agent and the Lenders providing such Refinancing Debt, 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. This Section 2.14 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Altisource Portfolio Solutions S.A.)
Refinancing Debt. (a) The Borrower Any Borrower, as applicable, may, subject to consent from the Administrative Agent (which consent shall not be unreasonably withheld or delayed), from time to time, add refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, in each case in whole or part, with one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or unsecured notes (Refinancing Notes, “Refinancing Debt”); provided that:
(i) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable any Refinancing Term Facility or Refinancing Notes do not mature prior to the Borrowermaturity date of, or have a shorter weighted average life to refinance all maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions (other than related to customary asset sale, recovery event and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, the applicable Term Loans being refinanced;
(ii) any USD Refinancing Revolving Facility does not mature (or any portion require commitment reductions or amortization) prior to the maturity date of the Term Loans then outstanding under this Agreement USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (which for purposes or require commitment reductions or amortization) prior to the maturity date of this Section 2.14 will the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (A) will rank pari passu no borrowers or junior in right of payment and guarantors in respect of lien priority with any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other Loans hereunder; (B) will have such pricing, prepayment and optional redemption terms as may be agreed by the Borrower and the applicable Lenders thereof; (C) will have other terms and conditions (other than pricing, prepayment and optional redemption terms and terms and conditions applicable only after the latest then applicable Term Facility Maturity Date) substantially identical to orconditions, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree)) are substantially similar to, or not materially more favorable to the Lenders lenders or investors, as applicable, providing such Refinancing Debt than those Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, applicable to the Term Loans A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments being refinanced or replaced, as determined by Holdings in good faith and except for covenants or other provisions applicable only to periods after the Latest Maturity Date;
(provided v) with respect to (1) Refinancing Notes or (2) any Refinancing Facilities secured by Liens on the Collateral that a certificate are junior in right of an Authorized Officer of security to the Borrower delivered Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable to the Administrative Agent in good faith at least five Business Days prior to and Holdings;
(vi) [reserved]; and
(vii) the incurrence aggregate principal amount of such Indebtedness, together with a reasonably detailed description any Refinancing Facility or Refinancing Notes shall not be greater than the aggregate principal amount (or committed amount) of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period); (D) will have a maturity date that is not prior to the Term Facility Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced; (E) refinanced or replaced plus any mandatory prepayment of any Refinancing Debt that comprises junior lien (to the fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans) Loans or unsecured notes Revolving Facility Loans and Revolving Facility Commitments being refinanced or loans may not replaced will be made; (F) any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (permanently reduced and/or prepaid substantially simultaneously with the Term Loans) may only be made pro rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion of, or a lower priority with respect to, such mandatory prepayment); and (G) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans pursuant to Section 2.08 on a dollar-for-dollar basis; provided, further, that the terms and conditions applicable to such Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Refinancing Lenders thereof and applicable only during periods after (1) the latest Term Facility Maturity Date in respect of the Facilities that is in effect on the date such Refinancing Debt is issued, incurred or obtained or (2) all Facilities other than such Refinancing Debt shall have been paid in full.
(b) The Borrower shall make any request for Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed), the Borrower may invite Lenders and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (lenders providing Refinancing Debt, “Refinancing Lenders”) pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Administrative Agent.
(c) Notwithstanding the foregoing, no Refinancing Amendment shall become effective (the “Refinancing Borrowing Date”) under this Section 2.14 unless (i) on the date of such effectiveness, the conditions set forth in Section 5.01(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, (ii) the Administrative Agent shall have received, to the extent required by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicable) and consistent with those delivered on the Borrowing Date under Section 5.02 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom, and (iv) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Borrowing Date.
(d) Each class of Refinancing Debt incurred under this Section 2.14 shall be in an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess issuance thereof.
(e) 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 Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including, without limitation, for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than the Borrower, the Administrative Agent and the Lenders providing such Refinancing Debt, 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. This Section 2.14 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Rayonier Advanced Materials Inc.)
Refinancing Debt. (a) The Borrower may, subject to consent from the Administrative Agent (which (a) consent shall not be unreasonably withheld or delayed), from time to time, add one or more new term loan facilities or one or more additional series of senior or junior secured or unsecured notes (“Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (A) will rank pari passu or junior in right of payment and in respect of lien priority with the other Loans hereunder; (B) will have such pricing, prepayment and optional redemption terms as may be agreed by the Borrower and the applicable Lenders thereof; (C) will have other terms and conditions (other than pricing, prepayment and optional redemption terms and terms and conditions applicable only after the latest then applicable Term Facility Maturity Date) substantially identical to or, taken as a whole, no more favorable to the Lenders providing such Refinancing Debt than those applicable to the Term Loans being refinanced (provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period); (D) will have a maturity date that is not prior to the Term Facility Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced; (E) any mandatory prepayment of any Refinancing Debt that comprises junior lien (to the Term Loans) or unsecured notes or loans may not be made; (F) any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (with the Term Loans) may only be made pro rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion of, or a lower priority with respect to, such mandatory prepayment); and (G) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans pursuant to Section 2.08 on a dollar-for-dollar basis; provided, further, that the terms and conditions applicable to such Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Refinancing Lenders thereof and applicable only during periods after (1) the latest Term Facility Maturity Date in respect of the Facilities that is in effect on the date such Refinancing Debt is issued, incurred or obtained or (2) all Facilities other than such Refinancing Debt shall have been paid in full.
(b) . 60 9482345 The Borrower shall make any request for Refinancing Debt pursuant to a written (b) notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed), the Borrower may invite Lenders and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (lenders providing Refinancing Debt, “Refinancing Lenders”) pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Administrative Agent.
(c) . Notwithstanding the foregoing, no Refinancing Amendment shall become (c) effective (the “Refinancing Borrowing Date”) under this Section 2.14 unless (i) on the date of such effectiveness, the conditions set forth in Section 5.01(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, (ii) the Administrative Agent shall have received, to the extent required by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicable) and consistent with those delivered on the Borrowing Date under Section 5.02 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom, and (iv) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Borrowing Date.
(d) . Each class of Refinancing Debt incurred under this Section 2.14 shall be in an (d) aggregate principal amount that is (i) (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof.
thereof or (eii) equal to the entire remaining principal amount of the Loans then outstanding. The Administrative Agent shall promptly notify each Lender as to the (e) 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 Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including, without limitation, for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than the Borrower, the Administrative Agent and the Lenders providing such Refinancing Debt, 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. This Section 2.14 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary.. All Term Loans made on the Second Amendment Effective Date (or deemed (f) made by the exchange by Rollover Lenders of Original Term Loans on the Second Amendment Effective Date for Term Loans) constitute Refinancing Debt and the Second Amendment constitutes a Refinancing Amendment. 61 9482345
Appears in 1 contract
Sources: Credit Agreement (Altisource Portfolio Solutions S.A.)
Refinancing Debt. Notwithstanding anything in this Indenture as amended to the contrary, the Company may incur up to $125 million of Indebtedness (a) The Borrower may, subject to consent from the Administrative Agent (which consent shall not be unreasonably withheld or delayed), from time to time, add one or more new term loan facilities or one or more additional series of senior or junior secured or unsecured notes (“"Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that such Refinancing Debt: "): (A) will rank pari passu to refinance (whether by repurchase, redemption, defeasance, exchange, amendment or junior otherwise) (i) $30 million in right aggregate principal amount of payment Senior Notes due 1998 and $30 million in respect aggregate principal amount of lien priority Subordinated Notes due 1998 (collectively the "1998 Notes"), (ii) $5.2 million in aggregate principal amount of Senior Notes due 2001 and $5.2 million in aggregate principal amount of Subordinated Notes due 2001 (collectively the "2001 Notes") (together with the other Loans hereunder1998 Notes, the "Private Notes"), and (iii) $12.5 million in 1989 Preferred Stock (the "Private Notes" and the "1989 Preferred Stock" are hereinafter referred to collectively as the "Private Securities"); (B) will have such pricing, prepayment to pay for the cost and optional fees (including without limitation any redemption terms as may be agreed by premiums) incurred in connection with refinancing the Borrower Private Securities; and the applicable Lenders thereof; (C) will have other terms and conditions to incur Indebtedness for general corporate purposes (other than pricing, prepayment and optional redemption terms and terms and conditions applicable only after the latest then applicable Term Facility Maturity Date) substantially identical any Indebtedness incurred pursuant to or, taken as a whole, no more favorable to the Lenders providing such Refinancing Debt than those applicable to the Term Loans being refinanced (provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), ) shall be conclusive evidence that such terms and conditions satisfy such requirement unless referred to herein as the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period"Borrowing"); (D) will have a maturity date provided, however, that is not prior to at no time shall the Term Facility Maturity Date of, outstanding aggregate principal amount of Private Securities and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced; (E) any mandatory prepayment of any Refinancing Debt that comprises junior lien (to the Term Loans) or unsecured notes or loans may not be madeexceed $125 million; (F) any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (with the Term Loans) may only be made pro rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion ofand, or a lower priority with respect to, such mandatory prepayment); and (G) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans pursuant to Section 2.08 on a dollar-for-dollar basis; provided, further, that the terms Refinancing Debt shall have a longer Average Life than the Private Securities. Without limiting the generality of the foregoing, the incurrence of the Refinancing Debt and conditions applicable the use of proceeds therefrom as provided in the preceding sentence shall not be (A) subject to the limitations on Funded Debt set forth in Section 4.3 or (B) subject to the limitations on Restricted Payments set forth in Section 4.5 and shall be excluded in the calculation of the amount of Restricted Payments, and such Refinancing Debt may provide for any additional be incurred as Senior Debt or different financial or other covenants or other provisions that are agreed between the Borrower and the Refinancing Lenders thereof and applicable only during periods after (1) the latest Term Facility Maturity Date in respect of the Facilities that is in effect on the date such Refinancing Debt is issued, incurred or obtained or (2) all Facilities other than such Refinancing Debt shall have been paid in fullDesignated Senior Debt.
(b) The Borrower shall make any request for Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed), the Borrower may invite Lenders and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (lenders providing Refinancing Debt, “Refinancing Lenders”) pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Administrative Agent.
(c) Notwithstanding the foregoing, no Refinancing Amendment shall become effective (the “Refinancing Borrowing Date”) under this Section 2.14 unless (i) on the date of such effectiveness, the conditions set forth in Section 5.01(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, (ii) the Administrative Agent shall have received, to the extent required by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicable) and consistent with those delivered on the Borrowing Date under Section 5.02 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom, and (iv) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Borrowing Date.
(d) Each class of Refinancing Debt incurred under this Section 2.14 shall be in an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof.
(e) 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 Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including, without limitation, for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than the Borrower, the Administrative Agent and the Lenders providing such Refinancing Debt, 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. This Section 2.14 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary.
Appears in 1 contract
Refinancing Debt. (a) The Borrower Any Borrower, as applicable, may, subject to consent from the Administrative Agent (which consent shall not be unreasonably withheld or delayed), from time to time, add refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, in each case in whole or part, with one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or unsecured notes (Refinancing Notes, “Refinancing Debt”); provided that:
(i) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable any Refinancing Term Facility or Refinancing Notes do not mature prior to the Borrowermaturity date of, or have a shorter weighted average life to refinance all maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions (other than related to customary asset sale, recovery event and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, the applicable Term Loans being refinanced;
(ii) any USD Refinancing Revolving Facility does not mature (or any portion require commitment reductions or amortization) prior to the maturity date of the Term Loans then outstanding under this Agreement USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (which for purposes or require commitment reductions or amortization) prior to the maturity date of this Section 2.14 will the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (A) will rank pari passu no borrowers or junior in right of payment and guarantors in respect of lien priority with any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other Loans hereunder; (B) will have such pricing, prepayment and optional redemption terms as may be agreed by the Borrower and the applicable Lenders thereof; (C) will have other terms and conditions (other than pricing, prepayment and optional redemption terms and terms and conditions applicable only after the latest then applicable Term Facility Maturity Date) substantially identical to orconditions, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the Lenders lenders or investors, as applicable, providing such Refinancing Debt than those Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, applicable to the Term Loans A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments being refinanced or replaced, as determined by Holdings in good faith and except for covenants or other provisions applicable only to periods after the Latest Maturity Date;
(provided v) with respect to (1) Refinancing Notes or (2) any Refinancing Facilities secured by Liens on the Collateral that a certificate are junior in right of an Authorized Officer of security to the Borrower delivered Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with and Holdings;
(vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), Collateral Suspension Period shall be conclusive evidence that such terms issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Event; and conditions satisfy such requirement unless [reserved]; and
(vii) the Administrative Agent provides notice to aggregate principal amount of any Refinancing Facility or Refinancing Notes shall not be greater than the Borrower aggregate principal amount (or committed amount) of its objection during such five Business Day period); (D) will have a maturity date that is not prior to the Term Facility Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced; (E) refinanced or replaced plus any mandatory prepayment of any Refinancing Debt that comprises junior lien (to the fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans) Loans or unsecured notes Revolving Facility Loans and Revolving Facility Commitments being refinanced or loans may not replaced will be made; (F) any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (permanently reduced and/or prepaid substantially simultaneously with the Term Loans) may only be made pro rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion of, or a lower priority with respect to, such mandatory prepayment); and (G) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence issuance thereof, to the prepayment of outstanding Term Loans pursuant to Section 2.08 on a dollar-for-dollar basis; provided, further, that the terms and conditions applicable to such Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Refinancing Lenders thereof and applicable only during periods after (1) the latest Term Facility Maturity Date in respect of the Facilities that is in effect on the date such Refinancing Debt is issued, incurred or obtained or (2) all Facilities other than such Refinancing Debt shall have been paid in full.
(b) The Borrower shall make any request for Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed), the Borrower may invite Lenders and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (lenders providing Refinancing Debt, “Refinancing Lenders”) pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Administrative Agent.
(c) Notwithstanding the foregoing, no Refinancing Amendment Facility shall become effective (the “Refinancing Borrowing Date”) under this Section 2.14 unless 2.18 (i) unless on the date of such effectiveness, the conditions set forth in Section 5.01(b5.05(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower, applicable Borrower and (ii) the Administrative Agent shall have received, to the extent required reasonably requested by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicable) and consistent with those delivered on the Borrowing Restatement Date under Section 5.02 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom, and (iv) there shall have been paid to the Administrative Agent, for the account 6 of the Administrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Borrowing DateRestatement Agreement.
(d) Each class of Refinancing Debt incurred under this Section 2.14 shall be in an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof.
(ec) 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 Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including, without limitation, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person person other than the Borrower, the Administrative Agent applicable Borrower and the Lenders institutions providing such Refinancing Debt, 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 Holdings to effect the Borrowerprovisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing Debt, in each case on terms consistent with and/or to effect the provisions of this Section. This Section 2.14 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary2.18.
Appears in 1 contract
Sources: Credit Agreement (Rayonier Advanced Materials Inc.)
Refinancing Debt. (a) The Borrower Any Borrower, as applicable, may, subject to consent from the Administrative Agent (which consent shall not be unreasonably withheld or delayed), from time to time, add refinance Term Loans and replace USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, in each case in whole or part, with one or more new term loan facilities (each, a “Refinancing Term Facility”, and the term loans thereunder, the “Refinancing Term Loans”) or new revolving credit facilities (each, a “USD Refinancing Revolving Facility” or a “Multicurrency Refinancing Revolving Facility”, as applicable, and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the applicable Borrower (in the case of any Refinancing Term Facility) or the applicable Revolving Facility Borrower (in the case of any Refinancing Revolving Facility), as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments, as applicable, if such lender were a prospective assignee under the USD Revolving Facility or Multicurrency Revolving Facility, as applicable), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or unsecured notes (Refinancing Notes, “Refinancing Debt”); provided that:
(i) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable any Refinancing Term Facility or Refinancing Notes do not mature prior to the Borrowermaturity date of, or have a shorter weighted average life to refinance all maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions (other than related to customary asset sale, recovery event and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, the applicable Term Loans being refinanced;
(ii) any USD Refinancing Revolving Facility does not mature (or any portion require commitment reductions or amortization) prior to the maturity date of the Term Loans then outstanding under this Agreement USD Revolving Facility Commitments being replaced and any Multicurrency Refinancing Revolving Facility does not mature (which for purposes or require commitment reductions or amortization) prior to the maturity date of this Section 2.14 will the Multicurrency Revolving Facility Commitments being replaced;
(iii) there shall be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (A) will rank pari passu no borrowers or junior in right of payment and guarantors in respect of lien priority with any Refinancing Facility or Refinancing Notes that are not Loan Parties;
(iv) the other Loans hereunder; (B) will have such pricing, prepayment and optional redemption terms as may be agreed by the Borrower and the applicable Lenders thereof; (C) will have other terms and conditions (other than pricing, prepayment and optional redemption terms and terms and conditions applicable only after the latest then applicable Term Facility Maturity Date) substantially identical to orconditions, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the Lenders lenders or investors, as applicable, providing such Refinancing Debt than those Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, applicable to the Term Loans A-1 Facility, Term A-2 Facility, USD Revolving Facility Commitments or Multicurrency Revolving Facility Commitments being refinanced or replaced, as determined by Holdings in good faith and except for covenants or other provisions applicable only to periods after the Latest Maturity Date;
(provided v) with respect to (1) Refinancing Notes or (2) any Refinancing Facilities secured by Liens on the Collateral that a certificate are junior in right of an Authorized Officer of security to the Borrower delivered Liens on the Collateral securing the Facilities, such agreements or Liens will be subject to customary intercreditor terms to be reasonably acceptable to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with and Holdings;
(vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), Collateral Suspension Period shall be conclusive evidence that such terms and conditions satisfy such requirement unless issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to a Collateral Reinstatement Event; and
(vii) the Administrative Agent provides notice to aggregate principal amount of any Refinancing Facility or Refinancing Notes shall not be greater than the Borrower aggregate principal amount (or committed amount) of its objection during such five Business Day period); (D) will have a maturity date that is not prior to the Term Facility Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced; (E) refinanced or replaced plus any mandatory prepayment of any Refinancing Debt that comprises junior lien (to the fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans) Loans or unsecured notes Revolving Facility Loans and Revolving Facility Commitments being refinanced or loans may not replaced will be made; (F) any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (permanently reduced and/or prepaid substantially simultaneously with the Term Loans) may only be made pro rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion of, or a lower priority with respect to, such mandatory prepayment); and (G) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence issuance thereof, to the prepayment of outstanding Term Loans pursuant to Section 2.08 on a dollar-for-dollar basis; provided, further, that the terms and conditions applicable to such Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Refinancing Lenders thereof and applicable only during periods after (1) the latest Term Facility Maturity Date in respect of the Facilities that is in effect on the date such Refinancing Debt is issued, incurred or obtained or (2) all Facilities other than such Refinancing Debt shall have been paid in full.
(b) The Borrower shall make any request for Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed), the Borrower may invite Lenders and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (lenders providing Refinancing Debt, “Refinancing Lenders”) pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Administrative Agent.
(c) Notwithstanding the foregoing, no Refinancing Amendment Facility shall become effective (the “Refinancing Borrowing Date”) under this Section 2.14 unless 2.18 (i) unless on the date of such effectiveness, the conditions set forth in Section 5.01(b5.05(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower, applicable Borrower and (ii) the Administrative Agent shall have received, to the extent required reasonably requested by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicable) and consistent with those delivered on the Borrowing Restatement Date under Section 5.02 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom, and (iv) there shall have been paid to the Administrative Agent, for the account 6 of the Administrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Borrowing DateRestatement Agreement.
(d) Each class of Refinancing Debt incurred under this Section 2.14 shall be in an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof.
(ec) 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 Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including, without limitation, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person person other than the Borrower, the Administrative Agent applicable Borrower and the Lenders institutions providing such Refinancing Debt, 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 Holdings to effect the Borrowerprovisions of or consistent with this Section 2.18. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with Holdings as may be necessary in order to establish new tranches of Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Holdings in connection with the establishment of such new tranches of Refinancing Debt, in each case on terms consistent with and/or to effect the provisions of this Section. This Section 2.14 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary2.18.
Appears in 1 contract
Sources: Restatement Agreement (Rayonier Advanced Materials Inc.)
Refinancing Debt. Borrowed Money that is the result of an extension, renewal, refinancing, replacement, refunding, exchange or conversion of Debt incurred as permitted under Section 10.2.1(b), (d), (f), (h), (q) or (s). Reimbursement Date: as defined in Section 2.2.2(a). Rent and Charges Reserve: a reserve established in Agent’s Permitted Discretion equal to the aggregate of (a) The Borrower mayall past due rent and other amounts owing by an Obligor to any landlord, subject to consent from the Administrative Agent (which consent shall not be unreasonably withheld warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or delayed), from time to time, add one other Person who possesses any Collateral or more new term loan facilities or one or more additional series of senior or junior secured or unsecured notes (“Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance all or could assert a Lien on any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (A) will rank pari passu or junior in right of payment and in respect of lien priority with the other Loans hereunder; (B) will have such pricing, prepayment and optional redemption terms as may be agreed by the Borrower and the applicable Lenders thereof; (C) will have other terms and conditions (other than pricing, prepayment and optional redemption terms and terms and conditions applicable only after the latest then applicable Term Facility Maturity Date) substantially identical to or, taken as a whole, no more favorable to the Lenders providing such Refinancing Debt than those applicable to the Term Loans being refinanced (provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period); (D) will have a maturity date that is not prior to the Term Facility Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced; (E) any mandatory prepayment of any Refinancing Debt that comprises junior lien (to the Term Loans) or unsecured notes or loans may not be made; (F) any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (with the Term Loans) may only be made pro rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion of, or a lower priority with respect to, such mandatory prepayment)Collateral; and (Gb) the proceeds of a reserve at least equal to three months’ rent and other charges that could be payable to any such Refinancing Debt shall be appliedPerson (or such other amount as determined by Agent in its Permitted Discretion), substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans pursuant to unless it has executed a Lien Waiver. Report: as defined in Section 2.08 on a dollar-for-dollar basis; provided, further, that the terms and conditions applicable to such Refinancing Debt may provide for 12.2.3. Reportable Event: any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Refinancing Lenders thereof and applicable only during periods after (1) the latest Term Facility Maturity Date in respect of the Facilities that is in effect on the date such Refinancing Debt is issued, incurred or obtained or (2) all Facilities other than such Refinancing Debt shall have been paid in full.
(b) The Borrower shall make any request for Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed), the Borrower may invite Lenders and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (lenders providing Refinancing Debt, “Refinancing Lenders”) pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Administrative Agent.
(c) Notwithstanding the foregoing, no Refinancing Amendment shall become effective (the “Refinancing Borrowing Date”) under this Section 2.14 unless (i) on the date of such effectiveness, the conditions events set forth in Section 5.01(b4043(c) shall be satisfied of ERISA, other than events for which the 30 day notice period has been waived. Required Lenders: subject, in each case to Section 4.2, (a) if there are two or waived less Lenders, all Lenders, and the Administrative Agent shall (b) if there are two or more Lenders, at least two Lenders, which together have received a certificate to that effect dated such date and executed by an Authorized Officer (i) Revolver Commitments in excess of 50% of the Borroweraggregate Revolver Commitments, and (ii) if the Administrative Revolver Commitments have terminated, Loans in excess of 50% of all outstanding Loans; provided, however, that, in each case the Commitments and Loans of any Defaulting Lender shall be excluded from such calculation. For purposes of determining the number of Lenders under this definition, a Lender and any other Lenders that are Affiliates or Approved Funds of such Lender shall be counted as a single Lender. Required Reserve Notice: (a) so long as no Event of Default has occurred and is continuing, at least three days’ advance notice to Borrower Agent, (b) if an Event of Default has occurred and is continuing, one days’ advance notice to Borrower Agent; and (c) if determined to be appropriate by the Agent shall have receivedin its Permitted Discretion to protect the interests of the Lenders, no advance notice to Borrower Agent. Reserve Percentage: the reserve percentage (expressed as a decimal, rounded if necessary, to the extent required by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicablenearest 1/100th of 1%) and consistent with those delivered on the Borrowing Date applicable to member banks under Section 5.02 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom, and (iv) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Borrowing Date.
(d) Each class of Refinancing Debt incurred under this Section 2.14 shall be in an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof.
(e) 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 Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including, without limitation, for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than the Borrower, the Administrative Agent and the Lenders providing such Refinancing Debt, 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. This Section 2.14 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary.regulations issued by
Appears in 1 contract
Refinancing Debt. (a) The Borrower or the Designated Borrower, as applicable, may, subject to consent from the Administrative Agent (which consent shall not be unreasonably withheld or delayed), from time to time, add refinance Term Loans under the Term A-1 Facility or the Term A-2 Facility or replace commitments under the Revolving Facility, in whole or part, with one or more new term loan facilities (each, a “Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing Revolving Facility” and together with the Refinancing Term Facilities, the “Refinancing Facilities”), respectively, under this Agreement with the consent of the Borrower or the Designated Borrower, as applicable, and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility (and with respect to any Refinancing Revolving Facility, subject to the consent of the Administrative Agent as to the selection of lenders thereunder, to the extent that the consent of the Administrative Agent would be required under Section 11.06 for any assignment of Revolving Facility Commitments if such lender were a prospective assignee under the Revolving Facility), in each case, pursuant to a Refinancing Amendment or with one or more additional series of senior unsecured notes or senior or junior secured notes that will be secured by the Collateral (any such notes, “Refinancing Notes”, and the Indebtedness in respect of any Refinancing Facilities or unsecured notes (Refinancing Notes, “Refinancing Debt”); provided that:
(i) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable any Refinancing Term Facility or Refinancing Notes do not mature prior to the Borrowermaturity date of, or have a shorter weighted average life to refinance all maturity than the then-remaining weighted average life to maturity of, or, with respect to notes, have mandatory prepayment provisions (other than related to customary asset sale, recovery event and change of control offers) that could result in pre-payments of such Refinancing Notes prior to, the applicable Term Loans being refinanced;
(ii) any Refinancing Revolving Facility does not mature (or any portion require commitment reductions or amortization) prior to the maturity date of the Term Loans then outstanding under this Agreement Revolving Facility Commitments being replaced;
(which for purposes of this Section 2.14 will iii) there shall be deemed to include any then outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (A) will rank pari passu no borrowers or junior in right of payment and guarantors in respect of lien priority with the other Loans hereunder; (B) will have such pricingany Refinancing Facility or Refinancing Notes that are not Holdings, prepayment and optional redemption terms as may be agreed by the Borrower and or a Subsidiary Loan Party;
(iv) the applicable Lenders thereof; (C) will have other terms and conditions (other than pricing, prepayment and optional redemption terms and terms and conditions applicable only after the latest then applicable Term Facility Maturity Date) substantially identical to orconditions, taken as a whole, of any such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing (as to which neither Section 2.15(b)(vi) or Section 2.15(b)(vii) nor any other “most favored nation” clause shall apply), optional prepayment or redemption terms and, in respect of any Refinancing Revolving Facility, the amount of any swing line commitment or letter of credit sublimit (it being understood that in no event shall the amount of any such letter of credit sublimit be less than the aggregate face amount of outstanding letters of credit under the facility being refinanced or replaced unless the applicable letter of credit issuer or issuers shall otherwise agree), but including provisions with respect to a Collateral Suspension Period and a Collateral Reinstatement Event) are substantially similar to, or not materially more favorable to the Lenders lenders or investors, as applicable, providing such Refinancing Debt than those Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, the terms and conditions, taken as a whole, applicable to the Term Loans A-1 Facility, Term A-2 Facility or Revolving Facility Commitments being refinanced (provided that a certificate of an Authorized Officer of or replaced, as determined by the Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period); (D) will have a maturity date that is not prior to the Term Facility Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced; (E) any mandatory prepayment of any Refinancing Debt that comprises junior lien (to the Term Loans) or unsecured notes or loans may not be made; (F) any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (with the Term Loans) may only be made pro rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion of, or a lower priority with respect to, such mandatory prepayment); and (G) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans pursuant to Section 2.08 on a dollar-for-dollar basis; provided, further, that the terms and conditions applicable to such Refinancing Debt may provide except for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Refinancing Lenders thereof and applicable only during to periods after the Latest Maturity Date;
(v) with respect to (1) the latest Term Facility Maturity Date in respect of the Facilities that is in effect on the date such Refinancing Debt is issued, incurred or obtained Notes or (2) all any Refinancing Facilities other than such Refinancing Debt shall have been paid secured by Liens on the Collateral that are junior in full.
(b) The Borrower shall make any request for Refinancing Debt pursuant to a written notice right of security to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed), the Borrower may invite Lenders and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (lenders providing Refinancing Debt, “Refinancing Lenders”) pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Administrative Agent.
(c) Notwithstanding the foregoing, no Refinancing Amendment shall become effective (the “Refinancing Borrowing Date”) under this Section 2.14 unless (i) Liens on the date of such effectiveness, Collateral securing the conditions set forth in Section 5.01(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, (ii) the Administrative Agent shall have received, to the extent required by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicable) and consistent with those delivered on the Borrowing Date under Section 5.02 and, if such Refinancing Debt is securedFacilities, such additional agreements or Liens will be subject to customary documents and filings (including amendments intercreditor terms to the Security Documents) as the Administrative Agent may be reasonably require acceptable to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom, and (iv) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Borrowing Date.
(d) Each class of Refinancing Debt incurred under this Section 2.14 shall be in an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof.
(e) 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 Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including, without limitation, for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than the Borrower, the Administrative Agent and the Lenders providing such Refinancing Debt, 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;
(vi) any Refinancing Notes or Refinancing Facilities issued or incurred during a Collateral Suspension Period shall be issued or incurred as unsecured indebtedness, but may contain a “springing” collateral provision substantially similar to effect a Collateral Reinstatement Event; and
(vii) the provisions aggregate principal amount of this Section. This Section 2.14 any Refinancing Facility or Refinancing Notes shall supersede not be greater than the aggregate principal amount (or committed amount) of the Term Loans or Revolving Facility Loans and Revolving Facility Commitments (as applicable) being refinanced or replaced plus any provision of Section 2.11 fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto, and such Term Loans or Section 10.01 to Revolving Facility Loans and Revolving Facility Commitments being refinanced or replaced will be permanently reduced and/or prepaid substantially simultaneously with the contraryissuance thereof.
Appears in 1 contract
Sources: Credit Agreement (Rayonier Advanced Materials Inc.)
Refinancing Debt. (a) The Borrower may, from time to time, and subject to the consent from of the Administrative Agent (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), from time to time, add one or more new term loan facilities or one or more additional series of senior or junior secured or unsecured notes (each, a “Refinancing Term Facility”) and/or new revolving credit facilities (each, a “Refinancing Revolving Facility”; and the Refinancing Term Facilities and Refinancing Revolving Facilities, collectively, the “Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, Facilities to refinance (x) all or any portion of the Term Loans then outstanding under this Agreement Agreement, (which for purposes y) all or any portion of this Section 2.14 will be deemed to include any the Revolving Loans then outstanding Other Term Loans(or unused Revolving Commitments) under this Agreement and/or (z) all or any portion of the Incremental Notes then outstanding, in each case pursuant to procedures specified by the Administrative Agent in a Refinancing AmendmentAmendment and reasonably acceptable to the Borrower; provided that such Refinancing Debt: :
(Ai) shall not have a principal or commitment amount (or accreted value) greater than the Loans or Commitments, as applicable, being refinanced (excluding accrued interest, fees, discounts, premiums or expenses);
(ii) will rank pari passu or junior in right of payment and in respect of lien priority with as the other Loans and Commitments hereunder; ;
(Biii) will have such pricing, prepayment be unsecured or secured by Property constituting the Collateral on a pari passu or junior basis with the Obligations and optional redemption shall be subject to customary intercreditor arrangements on terms as may be agreed by the Borrower and the applicable Lenders thereof; (C) will have other terms and conditions (other than pricing, prepayment and optional redemption terms and terms and conditions applicable only after the latest then applicable Term Facility Maturity Date) substantially identical to or, taken as a whole, no more favorable to the Lenders providing such Refinancing Debt than those applicable to the Term Loans being refinanced (provided that a certificate of an Authorized Officer of the Borrower delivered reasonably acceptable to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness Agent;
(iv) shall not mature or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (C), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period); (D) will have a maturity date that is not prior to the Term Facility Maturity Date of, and will have a Weighted Average Life to Maturity prior to the date that is not shorter than, 91 days after the maturity date of the Term Loans being refinanced; ;
(Ev) any mandatory prepayment in the case of any Refinancing Debt that comprises junior lien Revolving Facility, shall have a final maturity date later than the termination date of the Revolving Loans (to the Term Loansor unused Revolving Commitments) or unsecured notes or loans may being refinanced, and shall not be made; (F) subject to any amortization or other scheduled payments of principal, mandatory prepayment or commitment reduction prior to such Revolving Termination Date;
(vi) in the case of any Refinancing Debt Term Facility, shall participate on a pro rata basis, or (if such Refinancing Term Facility is secured by Property constituting the Collateral on a junior basis with the Obligations) on a junior basis, with the Obligations in any voluntary or mandatory prepayments of Term Loans hereunder;
(vii) shall not be guaranteed by any Person that is secured on not a pari passu first lien basis Guarantor;
(viii) shall have terms and conditions (other than terms with the Term Loansrespect to interest rate and optional prepayment) may only be made pro rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion ofthat are substantially identical to, or less favorable, taken as a lower priority with respect towhole, to the lenders providing such mandatory prepayment)Refinancing Debt than, the terms and conditions of the Facilities and Loans being refinanced, except for covenants or other provisions applicable only during periods after the Latest Term Maturity Date in effect at the time of such refinancing; and and
(Gix) the proceeds Net Cash Proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of the outstanding Term Loans pursuant to Section 2.08 on being so refinanced (and, in the case of Revolving Loans, a dollar-for-dollar basis; provided, further, that the terms and conditions applicable to such Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Refinancing Lenders thereof and applicable only during periods after (1) the latest Term Facility Maturity Date in respect corresponding amount of the Facilities that is in effect on the date such Refinancing Debt is issued, incurred or obtained or (2) all Facilities other than such Refinancing Debt Revolving Commitments shall have been paid in fullbe permanently reduced).
(b) The Borrower shall make any request for Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Subject Any proposed Refinancing Debt may be provided by existing Lenders, or (subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed)) other Persons that meet the requirements to be Assignees under Section 10.6, in such respective amounts as the Borrower may invite Lenders and/or additional Eligible Assignees to become lenders in respect of such Refinancing Debt (lenders providing Refinancing Debt, “Refinancing Lenders”) pursuant to, if applicable, a joinder agreement in form and substance satisfactory to the Administrative Agentelect.
(c) Notwithstanding the foregoing, no The effectiveness of any Refinancing Amendment shall become effective (be subject to the “Refinancing Borrowing Date”) under this Section 2.14 unless (i) satisfaction on the date thereof of such effectiveness, each of the conditions set forth in Section 5.01(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, (ii) the Administrative Agent shall have received5.2 and, to the extent required reasonably requested by the Administrative Agent, customary receipt by the Administrative Agent of legal opinions, board resolutions and resolutions, officer’s certificates, reaffirmation agreements and/or other customary closing certificates and documentation as required by documents in connection therewith, including any supplements or amendments to the relevant joinder agreement (if applicable) and Security Documents providing for such Refinancing Debt to be secured thereby, consistent with those delivered on the Borrowing Closing Date under Section 5.02 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as 5.1. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may reasonably require be necessary in order to assure that the establish new tranches of Refinancing Debt is secured by the Collateral ratably with (or, and to the extent agreed by the applicable Refinancing Lenders make such technical amendments as may be necessary or appropriate in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom, and (iv) there shall have been paid to the Administrative Agent, for the account reasonable opinion of the Administrative Agent and the Refinancing LendersBorrower in connection with the establishment of such new tranches, as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements in each case on terms consistent with and/or to effect the provisions of counsel) that are due and payable on or before the Refinancing Borrowing Datethis Section 2.30.
(d) Each class of Refinancing Debt incurred under this Section 2.14 2.30 shall be in an aggregate principal amount that is (xi) not less than $50,000,000 15,000,000 and (yii) an integral multiple of $10,000,000 1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower or any Restricted Subsidiary, or the provision to the Borrower of Swingline Loans, pursuant to any Refinancing Revolving Facility established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments.
(e) 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 Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” and “tranches” hereunder and treated in a manner consistent with the Facilities being refinanced, including, without limitation, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than the Borrower, the Administrative Agent and the Lenders providing such Refinancing Debt, 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 2.30. This Section 2.14 In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Termination Date shall supersede any provision be reallocated from Lenders holding Revolving Commitments to Lenders holding Extended Revolving Commitments in accordance with the terms of Section 2.11 or Section 10.01 such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Extended Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the contraryterms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.
Appears in 1 contract