Term Commitments. (a) Subject to the terms and conditions hereof, (i) each Tranche B Term Loan Lender severally agrees to make a term loan (a "Tranche B Term Loan") to the Borrower on the Closing Date in an amount not to exceed the amount of the Tranche B Term Loan Commitment of such Lender and (ii) each Incremental Lender severally agrees to make one or more term loans or issue letters of credit, bank guarantees and similar instruments (each an "Incremental Extension of Credit") to the Borrower to the extent provided in Section 2.1(b). The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.12. (b) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that without the consent of the other Lenders hereunder (x) such Lenders shall make, obtain or increase the amount of their Tranche B Term Loans (or Incremental Extensions of Credit that are term loans, as applicable) or (y) such Lenders (including New Lenders) shall make commitments to issue letters of credit, bank guarantees and similar instruments (the "Incremental Trade Credit Facility"). The Borrower shall effect such increase by executing and delivering to the Administrative Agent an Incremental Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Incremental Facility Closing Date, (iii) in the case of Incremental Extensions of Credit, (x) the applicable Incremental Maturity Date, (y) the amortization schedule for such Incremental Extensions of Credit, which shall comply with Section 2.3(b) and (z) the Applicable Margin for such Incremental Extensions of Credit; provided that, (A) no Default or Event of Default has occurred and is continuing or would result after giving effect to the making of such Incremental Extensions of Credit or the application of the proceeds therefrom, (B) after giving pro forma effect to the making of any such Incremental Extensions of Credit and any Permitted Acquisition consummated in connection therewith, the Consolidated Senior Leverage Ratio as of the last day of the most recent four consecutive fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 6.1 is not more than 2.5 to 1.0 (calculated as if such Incremental Extensions of Credit had been incurred, and such Permitted Acquisition, if any, had been consummated, on the first day of such period), (C) in the case of Incremental Extensions of Credit, the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Extensions of Credit) determined as of the applicable Incremental Facility Closing Date shall not be greater than 0.25% above the Applicable Margin then in effect for Tranche B Term Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount paid to all Tranche B Lenders as of the applicable Incremental Facility Closing Date, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Tranche B Lenders) (or, in the case of any Incremental Trade Credit Facility, Revolving Extensions of Credit (which, for such purposes only, shall be deemed to include any upfront fees or original issue discount paid to all Revolving Lenders as of the applicable Incremental Facility Closing Date, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with Revolving Lenders)), (D) other than with respect to amortization, maturity date and pricing, terms relating to such Incremental Extensions of Credit shall be on the same terms and conditions as those applicable to Tranche B Term Loans (or, in the case of any Incremental Trade Credit Facility, Revolving Extensions of Credit), (E) the aggregate amount of borrowings of incremental Tranche B Term Loans or Incremental Extensions of Credit pursuant to this Section 2.1(b) shall not exceed an amount equal to $50,000,000, (F) the aggregate amount of commitments in respect of all Incremental Trade Credit Facilities shall not exceed an amount equal to $25,000,000, (G) each borrowing of incremental Tranche B Term Loans or Incremental Extensions of Credit that are Term Loans pursuant to this Section 2.1(b) shall be in a minimum amount of at least $5,000,000 and (H) no more than five Incremental Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. (c) Any additional bank, financial institution or other entity or existing Lender that elects to become an "Incremental Lender" under this Agreement in connection with any transaction described in Section 2.1(b) (i) shall be reasonably acceptable to the Borrower, each Co-Syndication Agent and the Administrative Agent (which consent shall not be unreasonably withheld) and (ii) shall execute a New Lender Supplement, substantially in the form of Exhibit K (a "New Lenders Supplement"), whereupon such bank, financial institution or other entity (a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) The terms and conditions applicable to any Incremental Facility shall be set forth in the applicable Incremental Facility Activation Notice which shall become a part hereof when executed and delivered by the Borrower, the Lenders providing such Incremental Facility and the Administrative Agent.
Appears in 1 contract
Term Commitments. (a) Subject to the terms and conditions hereof, (i) each Tranche B Term Loan Lender severally agrees to make a term loan (a "Tranche B “Term Loan"”) to the Borrower in Dollars on the Initial Closing Date in an amount not to exceed the amount of the Tranche B Term Loan Commitment of such Lender and (ii) each Incremental Lender severally agrees to make one or more term loans or issue letters of credit, bank guarantees and similar instruments (each an "Incremental Extension of Credit") to the Borrower to the extent provided in Section 2.1(b)Lender. The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.122.10.
(bi) The Borrower and may at any one time or more Lenders (including New Lenders) may from time to time agree that without after the consent of the other Lenders hereunder (x) such Lenders shall makeInitial Closing Date, obtain or increase the amount of their Tranche B Term Loans (or Incremental Extensions of Credit that are term loans, as applicable) or (y) such Lenders (including New Lenders) shall make commitments to issue letters of credit, bank guarantees and similar instruments (the "Incremental Trade Credit Facility"). The Borrower shall effect such increase by executing and delivering notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Term Loans” and such borrowing, an “Incremental Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Incremental Facility Closing Date, (iii) in the case of Incremental Extensions Extension of Credit, (x) the applicable Incremental Maturity Date, (y) the amortization schedule for such Incremental Extensions of Credit, which shall comply with Section 2.3(b) and (z) the Applicable Margin for such Incremental Extensions of Credit”); provided thatthat both at the time of any such request and upon the effectiveness of any Incremental Amendment (other than with respect to Incremental Term Loans the proceeds of which are intended to fund in whole or part any acquisition permitted by this Agreement (including any refinancing, (Areplacement, modification, repayment, redemption, refunding, renewal or extension of Indebtedness in connection therewith)) referred to below, no Default or Event of Default has occurred and shall exist. Each Incremental Extension of Credit shall be in an aggregate principal amount that is continuing not less than $5,000,000 or would result after giving effect such lower amount if such amount represents all remaining availability under the limit set in this Section 2.1(b). Notwithstanding anything to the making contrary herein, the aggregate amount of such any Incremental Extension of Credit, when taken together with all other Incremental Extensions of Credit or and all Revolving Commitment Increases, shall not exceed (x) $500,000,000750,000,000 plus (y) in the application event the Term Loan B Facility is incurred as an Incremental Term Loan, $1,375,000,000 plus (z) an additional unlimited amount, provided, that in the case of the proceeds therefromthis clause (z), (BA) after giving pro forma effect to at the time of incurrence (or the making of commitments if not drawn in full when committed) on a Pro Forma Basis (assuming that any such Incremental Extensions of Credit are drawn in full and any Permitted Acquisition consummated in connection therewithexcluding the cash proceeds of such Incremental Extension of Credit), the Consolidated Senior Secured Leverage Ratio does not exceed 3.003.50 to 1.00 as of the last day end of the most recent four consecutive recently ended fiscal quarters of the Borrower quarter for which financial statements have been delivered pursuant to Section 6.1 is 6.1(a) or 6.1(b) and (B) committed but undrawn amounts for which the requirements in clause (A) are met when committed shall subsequently be available to be drawn without a need to meet such requirements. The Incremental Term Loans shall rank pari passu in right of payment and of security with the Term Loans. The Incremental Term Loans (i) shall not more mature earlier than 2.5 the Revolving Termination Date and shall have a Weighted Average Life to 1.0 Maturity no shorter than the Weighted Average Life to Maturity of the Term Loans (calculated except by virtue of amortization of or prepayment of the Term Loans and prepayments of scheduled amortization prior to such date of determination) and (iii) except as if such Incremental Extensions of Credit had been incurredset forth above and below, and such Permitted Acquisition, if any, had been consummated, on the first day of such period), (C) other than in the case of Incremental Extensions of Credit, the Applicable Margin (which, for such purposes onlyTerm Loan B Facility, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Extensions of Credit) determined treated substantially the same as of the applicable Incremental Facility Closing Date shall not be greater than 0.25% above the Applicable Margin then in effect for Tranche B Term Loans (whichin each case, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount paid to all Tranche B Lenders as of the applicable Incremental Facility Closing Date, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Tranche B Lenders) (or, in the case of any Incremental Trade Credit Facility, Revolving Extensions of Credit (which, for such purposes only, shall be deemed to include any upfront fees or original issue discount paid to all Revolving Lenders as of the applicable Incremental Facility Closing Date, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with Revolving Lenders)), (D) other than including with respect to amortization, maturity date mandatory and pricing, terms relating voluntary prepayments); provided that (x) the interest rates and amortization schedule (subject to such clause (i) above) applicable to the Incremental Extensions of Credit Term Loans shall be on determined by the same Borrower and the lenders thereof and (y) to the extent such terms and conditions as those applicable to Tranche B the Incremental Term Loans are not consistent with the then existing Term Loans (or, in except as permitted by the case of any Incremental Trade Credit Facility, Revolving Extensions of Creditimmediately preceding clause (x), ) such terms shall be mutually agreed to by the Borrower and the Administrative Agent.
(Eii) Each notice from the aggregate amount of borrowings of incremental Tranche B Term Loans or Incremental Extensions of Credit Borrower pursuant to this Section 2.1(b) shall not exceed set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an amount equal to $50,000,000, (F) the aggregate amount of commitments in respect of all Incremental Trade Credit Facilities shall not exceed an amount equal to $25,000,000, (G) each borrowing of incremental Tranche B Term Loans or Incremental Extensions of Credit that are Term Loans pursuant to this Section 2.1(b) shall be in a minimum amount of at least $5,000,000 and (H) no more than five Incremental Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion.
Term Commitment, an “Increasing Term Lender”), or by one or more new banks, financial institutions or other entities (c) Any additional each such new bank, financial institution or other entity or existing Lender entity, an “Augmenting Term Lender”); provided that elects to become an "Incremental Lender" under this Agreement in connection with any transaction described in Section 2.1(b) (i) each Augmenting Term Lender, shall be reasonably acceptable subject to the Borrower, each Co-Syndication Agent approval of the Borrower and the Administrative Agent (which consent shall such approval by the Administrative Agent not to be unreasonably withheld) and (ii) shall (x) in the case of an Increasing Term Lender, the Borrower and such Increasing Term Lender execute a New Lender Supplement, an agreement substantially in the form of Exhibit K G hereto, and (a "New Lenders Supplement")y) in the case of an Augmenting Term Lender, whereupon the Borrower and such bankAugmenting Term Lender execute an agreement substantially in the form of Exhibit H hereto. For the avoidance of doubt, financial institution or other entity (a "New Lender") no existing Lender will be required to provide any Incremental Term Loans and the Borrower shall become a have no obligation to offer any existing Lender the opportunity to provide any commitment for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreementany Incremental Term Loans.
(diii) Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Increasing Term Lender, if any, each Augmenting Term Lender, if any, and the Administrative Agent. The terms Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and conditions applicable 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; provided that any amendments included in any Incremental Amendment meant to effect changes not relating to this Section 2.1(b) shall require the vote of the Lenders as described in Section 10.1 hereof. TheExcept with respect to the Term Loan B Facility, the making of any loans pursuant to any Incremental Amendment shall not be effective unless on the date thereof (each, an “Incremental Facility Closing Date”), after giving effect to such Incremental Extension of Credit (i) the conditions set forth in Section 5.2 are satisfied; provided that with respect to Incremental Term Loans used to finance an acquisition (or refinance, replace, modify, repay, redeem, refund, renew or extend Indebtedness in connection therewith) or to refinance, replace, modify, repay, redeem, refund, renew or extend Indebtedness permitted by this Agreement, as of the date of consummation of such acquisition or refinancing, replacement, modification, repayment, redemption, refunding, renewal or extension of such Indebtedness, (x) the only representations and warranties that are required to be true as a condition to the borrowing of such Incremental Term Loans are the Limited Conditionality Representations and (y) no payment Event of Default shall have occurred and be continuing, (ii) subject to Section 1.2(e), the Borrower shall be in compliance with Section 7.1, (iii) the Administrative Agent shall have received documents consistent with those delivered on the Initial Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, and (iv) such other conditions as the Borrower and the Lender(s) of Incremental Term Loans may agree. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees.
(c) Notwithstanding any provision herein to the contrary, in the event the Term Loan B Facility is incurred as an incremental Term Loan, the Term Loan B Facility shall be permitted to (i) have different interest margins, pricing and associated call and rate protection than those applicable to the Term Loans hereunder, (ii) have customary (as determined in good faith by the Borrower in consultation with the Administrative Agent) amortization and mandatory prepayment provisions for “Term Loan B” facilities (or, to the extent applicable, such amortization and mandatory prepayment provisions as are customary for any other senior secured term loan facility incurred in lieu of all or a portion of the Term Loan B Facility), (iii) have covenants and events of default that are different from the covenants applicable to the Term Loans hereunder (so long as such covenants are not more restrictive than those applicable to the Term Loans hereunder), (iv) have different voting rights (so long as such voting rights do not adversely modify the voting rights otherwise applicable to the Lenders hereunder (it being understood that lenders under the Term Loan B Facility may be included in the determination of Required Lenders)) from the voting rights applicable to the Term Loans hereunder and/or (v) have any other terms applicable to the “Term Loan B Facility” as set forth in the applicable Incremental Facility Activation Notice which shall become a part hereof when executed and delivered by Commitment Letter, dated as of January 5, 2017, among the Borrower, the Lenders providing such Incremental Facility JPMorgan Chase Bank, N.A., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA and the Administrative Agentother parties thereto.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Term Commitments. (a) Subject to the terms and conditions hereof, (i) each Tranche B Term Loan Lender severally agrees to make a term loan (a "Tranche B “Term Loan"”) to the Borrower in Dollars on the Closing Date in an amount not to exceed the amount of the Tranche B Term Loan Commitment of such Lender and (ii) each Incremental Lender severally agrees to make one or more term loans or issue letters of credit, bank guarantees and similar instruments (each an "Incremental Extension of Credit") to the Borrower to the extent provided in Section 2.1(b)Lender. The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.122.10.
(bi) The Borrower and may at any one time or more Lenders (including New Lenders) may from time to time agree that without after the consent of the other Lenders hereunder (x) such Lenders shall makeClosing Date, obtain or increase the amount of their Tranche B Term Loans (or Incremental Extensions of Credit that are term loans, as applicable) or (y) such Lenders (including New Lenders) shall make commitments to issue letters of credit, bank guarantees and similar instruments (the "Incremental Trade Credit Facility"). The Borrower shall effect such increase by executing and delivering notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Term Loans” and such borrowing, an “Incremental Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Incremental Facility Closing Date, (iii) in the case of Incremental Extensions Extension of Credit, (x) the applicable Incremental Maturity Date, (y) the amortization schedule for such Incremental Extensions of Credit, which shall comply with Section 2.3(b) and (z) the Applicable Margin for such Incremental Extensions of Credit”); provided thatthat both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (A) no Default or Event of Default has occurred and shall exist. Each Incremental Extension of Credit shall be in an aggregate principal amount that is continuing or would result after giving effect not less than $5,000,000. Notwithstanding anything to the making of such Incremental Extensions of Credit or contrary herein, the application of the proceeds therefrom, (B) after giving pro forma effect to the making aggregate amount of any such Incremental Extension of Credit, when taken together with all other Incremental Extensions of Credit and any Permitted Acquisition consummated all Revolving Commitment Increases, shall not exceed $250,000,000. The Incremental Term Loans shall rank pari passu in connection therewith, right of payment and of security with the Consolidated Senior Leverage Ratio as Term Loans. The Incremental Term Loans (i) shall not mature earlier than the Revolving Termination Date and shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of the last day Term Loans (except by virtue of amortization of or prepayment of the most recent four consecutive fiscal quarters Term Loans and prepayments of scheduled amortization prior to such date of determination) and (i) except as set forth above and below, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that (x) the interest rates (subject to clause (y) below) and amortization schedule (subject to clause (i) above) applicable to the Incremental Term Loans shall be determined by the Borrower for which financial statements have been delivered pursuant to Section 6.1 is not more than 2.5 to 1.0 (calculated as if such Incremental Extensions of Credit had been incurred, and such Permitted Acquisition, if any, had been consummated, on the first day of such period)lenders thereof, (Cy) in the case of event that the yield on any Incremental Extensions of Credit, the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Extensions of Credit) determined as of the applicable Incremental Facility Closing Date shall not be greater than 0.25% above the Applicable Margin then in effect for Tranche B Term Loans (whichtaking into account interest margins, minimum Eurodollar Base Rate, minimum ABR, upfront fees and OID on such term loans with upfront fees and OID equated to interest margins based on an assumed four year life to maturity, but excluding upfront fees, ticking fees, arranging fees and any other fees not paid to the market generally) (the “Incremental Yield”) exceeds the yield on the Term Facility by more than 0.50%, then the interest margins for the Term Loans shall automatically be increased to a level such purposes only, that the yield on the Term Loans shall be deemed 0.50% below the Incremental Yield and (z) to include all upfront or similar fees or original issue discount paid the extent such terms applicable to all Tranche B Lenders as of the applicable Incremental Facility Closing Date, but exclusive of any arrangement, structuring or other fees payable in connection therewith that Term Loans are not shared consistent with all Tranche B Lenders) (or, in the case of any Incremental Trade Credit Facility, Revolving Extensions of Credit (which, for such purposes only, shall be deemed to include any upfront fees or original issue discount paid to all Revolving Lenders as of the applicable Incremental Facility Closing Date, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with Revolving Lenders)), (D) other than with respect to amortization, maturity date and pricing, terms relating to such Incremental Extensions of Credit shall be on the same terms and conditions as those applicable to Tranche B then existing Term Loans (or, in except as permitted by the case of any Incremental Trade Credit Facility, Revolving Extensions of Creditimmediately preceding clause (x), ) such terms shall be mutually agreed to by the Borrower and the Administrative Agent.
(Eii) Each notice from the aggregate amount of borrowings of incremental Tranche B Term Loans or Incremental Extensions of Credit Borrower pursuant to this Section 2.1(b) shall not exceed set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an amount equal to $50,000,000, (F) the aggregate amount of commitments in respect of all Incremental Trade Credit Facilities shall not exceed an amount equal to $25,000,000, (G) each borrowing of incremental Tranche B Term Loans or Incremental Extensions of Credit that are Term Loans pursuant to this Section 2.1(b) shall be in a minimum amount of at least $5,000,000 and (H) no more than five Incremental Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion.
Term Commitment, an “Increasing Term Lender”), or by one or more new banks, financial institutions or other entities (c) Any additional each such new bank, financial institution or other entity or existing Lender entity, an “Augmenting Term Lender”); provided that elects to become an "Incremental Lender" under this Agreement in connection with any transaction described in Section 2.1(b) (i) each Augmenting Term Lender, shall be reasonably acceptable subject to the Borrower, each Co-Syndication Agent approval of the Borrower and the Administrative Agent (which consent shall such approval by the Administrative Agent not to be unreasonably withheld) and (ii) shall (x) in the case of an Increasing Term Lender, the Borrower and such Increasing Term Lender execute a New Lender Supplement, an agreement substantially in the form of Exhibit K G hereto, and (a "New Lenders Supplement")y) in the case of an Augmenting Term Lender, whereupon the Borrower and such bank, financial institution or other entity (a "New Lender") shall become a Augmenting Term Lender for all purposes and to execute an agreement substantially in the same extent as if originally a party hereto and shall be bound by and entitled to the benefits form of this AgreementExhibit H hereto.
(diii) The terms and conditions applicable to any Commitments in respect of Incremental Facility shall be set forth in the applicable Incremental Facility Activation Notice which Term Loans shall become a part hereof when Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed and delivered by the Borrower, the Lenders providing each Lender agreeing to provide such Commitment, if any, each Incremental Facility Term Lender, if any, each Augmenting Term Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section; provided that any amendments included in any Incremental Amendment meant to effect changes not relating to this Section 2.1(b) shall require the vote of the Lenders as described in Section 10.1 hereof. The making of any loans pursuant to any Incremental Amendment shall not be effective unless on the date thereof (each, an “Incremental Facility Closing Date”), after giving effect to such Incremental Extension of Credit (i) the conditions set forth in Section 5.2 are satisfied, (ii) the Borrower shall be in compliance with Section 7.1, (iii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, and (iv) such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Term Commitments. (a) Subject to the terms and conditions hereof, (i) each Tranche B Term Loan Lender severally agrees to make a term loan (a "Tranche B “Term Loan"”) to the Borrower in Dollars on the Closing Date in an amount not to exceed the amount of the Tranche B Term Loan Commitment of such Lender and (ii) each Incremental Lender severally agrees to make one or more term loans or issue letters of credit, bank guarantees and similar instruments (each an "Incremental Extension of Credit") to the Borrower to the extent provided in Section 2.1(b)Lender. The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.122.10.
(bi) The Borrower and may at any one time or more Lenders (including New Lenders) may from time to time agree that without after the consent of the other Lenders hereunder (x) such Lenders shall makeClosing Date, obtain or increase the amount of their Tranche B Term Loans (or Incremental Extensions of Credit that are term loans, as applicable) or (y) such Lenders (including New Lenders) shall make commitments to issue letters of credit, bank guarantees and similar instruments (the "Incremental Trade Credit Facility"). The Borrower shall effect such increase by executing and delivering notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Term Loans” and such borrowing, an “Incremental Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Incremental Facility Closing Date, (iii) in the case of Incremental Extensions Extension of Credit, (x) the applicable Incremental Maturity Date, (y) the amortization schedule for such Incremental Extensions of Credit, which shall comply with Section 2.3(b) and (z) the Applicable Margin for such Incremental Extensions of Credit”); provided thatthat both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (A) no Default or Event of Default has occurred and shall exist. Each Incremental Extension of Credit shall be in an aggregate principal amount that is continuing or would result after giving effect not less than $5,000,000. Notwithstanding anything to the making of such Incremental Extensions of Credit or contrary herein, the application of the proceeds therefrom, (B) after giving pro forma effect to the making aggregate amount of any such Incremental Extension of Credit, when taken together with all other Incremental Extensions of Credit and any Permitted Acquisition consummated all Revolving Commitment Increases, shall not exceed $150,000,000. The Incremental Term Loans shall rank pari passu in connection therewith, right of payment and of security with the Consolidated Senior Leverage Ratio as Term Loans. The Incremental Term Loans (i) shall not mature earlier than the Revolving Termination Date and shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of the last day Term Loans (except by virtue of amortization of or prepayment of the most recent four consecutive fiscal quarters Term Loans and prepayments of scheduled amortization prior to such date of determination) and (i) except as set forth above and below, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that (x) the interest rates (subject to clause (y) below) and amortization schedule (subject to clause (i) above) applicable to the Incremental Term Loans shall be determined by the Borrower for which financial statements have been delivered pursuant to Section 6.1 is not more than 2.5 to 1.0 (calculated as if such Incremental Extensions of Credit had been incurred, and such Permitted Acquisition, if any, had been consummated, on the first day of such period)lenders thereof, (Cy) in the case of event that the yield on any Incremental Extensions of Credit, the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Extensions of Credit) determined as of the applicable Incremental Facility Closing Date shall not be greater than 0.25% above the Applicable Margin then in effect for Tranche B Term Loans (whichtaking into account interest margins, minimum Eurodollar Base Rate, minimum ABR, upfront fees and OID on such term loans with upfront fees and OID equated to interest margins based on an assumed four year life to maturity, but excluding upfront fees, ticking fees, arranging fees and any other fees not paid to the market generally) (the “Incremental Yield”) exceeds the yield on the Term Facility by more than 0.50%, then the interest margins for the Term Loans shall automatically be increased to a level such purposes only, that the yield on the Term Loans shall be deemed 0.50% below the Incremental Yield and (z) to include all upfront or similar fees or original issue discount paid the extent such terms applicable to all Tranche B Lenders as of the applicable Incremental Facility Closing Date, but exclusive of any arrangement, structuring or other fees payable in connection therewith that Term Loans are not shared consistent with all Tranche B Lenders) (or, in the case of any Incremental Trade Credit Facility, Revolving Extensions of Credit (which, for such purposes only, shall be deemed to include any upfront fees or original issue discount paid to all Revolving Lenders as of the applicable Incremental Facility Closing Date, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with Revolving Lenders)), (D) other than with respect to amortization, maturity date and pricing, terms relating to such Incremental Extensions of Credit shall be on the same terms and conditions as those applicable to Tranche B then existing Term Loans (or, in except as permitted by the case of any Incremental Trade Credit Facility, Revolving Extensions of Creditimmediately preceding clause (x), ) such terms shall be mutually agreed to by the Borrower and the Administrative Agent.
(Eii) Each notice from the aggregate amount of borrowings of incremental Tranche B Term Loans or Incremental Extensions of Credit Borrower pursuant to this Section 2.1(b) shall not exceed set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an amount equal to $50,000,000, (F) the aggregate amount of commitments in respect of all Incremental Trade Credit Facilities shall not exceed an amount equal to $25,000,000, (G) each borrowing of incremental Tranche B Term Loans or Incremental Extensions of Credit that are Term Loans pursuant to this Section 2.1(b) shall be in a minimum amount of at least $5,000,000 and (H) no more than five Incremental Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion.
Term Commitment, an “Increasing Term Lender”), or by one or more new banks, financial institutions or other entities (c) Any additional each such new bank, financial institution or other entity or existing Lender entity, an “Augmenting Term Lender”); provided that elects to become an "Incremental Lender" under this Agreement in connection with any transaction described in Section 2.1(b) (i) each Augmenting Term Lender, shall be reasonably acceptable subject to the Borrower, each Co-Syndication Agent approval of the Borrower and the Administrative Agent (which consent shall such approval by the Administrative Agent not to be unreasonably withheld) and (ii) shall (x) in the case of an Increasing Term Lender, the Borrower and such Increasing Term Lender execute a New Lender Supplement, an agreement substantially in the form of Exhibit K G hereto, and (a "New Lenders Supplement")y) in the case of an Augmenting Term Lender, whereupon the Borrower and such bank, financial institution or other entity (a "New Lender") shall become a Augmenting Term Lender for all purposes and to execute an agreement substantially in the same extent as if originally a party hereto and shall be bound by and entitled to the benefits form of this AgreementExhibit H hereto.
(diii) The terms and conditions applicable to any Commitments in respect of Incremental Facility shall be set forth in the applicable Incremental Facility Activation Notice which Term Loans shall become a part hereof when Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed and delivered by the Borrower, the Lenders providing each Lender agreeing to provide such Commitment, if any, each Incremental Facility Term Lender, if any, each Augmenting Term Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section; provided that any amendments included in any Incremental Amendment meant to effect changes not relating to this Section 2.1(b) shall require the vote of the Lenders as described in Section 10.1 hereof. The making of any loans pursuant to any Incremental Amendment shall not be effective unless on the date thereof (each, an “Incremental Facility Closing Date”), after giving effect to such Incremental Extension of Credit (i) the conditions set forth in Section 5.2 are satisfied, (ii) the Borrower shall be in compliance with Section 7.1, (iii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, and (iv) such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Term Commitments. The Borrower shall have the right, exercisable up to four (a4) Subject times, to request increases in the aggregate amount of the Term Commitments by providing written notice to the terms Administrative Agent, which notice shall be irrevocable once given; provided that after giving effect to any and conditions hereof, all such increases the aggregate amount of the Term Commitments shall not exceed Six Hundred and Twenty Million Dollars (i) each Tranche B $620,000,000). Each such increase in the Term Loan Lender severally agrees to make a term loan (a "Tranche B Term Loan") to the Borrower on the Closing Date Commitments shall be in an amount not to exceed the amount of the Tranche B Term Loan Commitment $15,000,000 or a higher integral multiple of $5,000,000 (or, in each case, such Lender and (ii) each Incremental Lender severally agrees to make one or more term loans or issue letters of credit, bank guarantees and similar instruments (each an "Incremental Extension of Credit") to lesser amount as the Borrower to and the extent provided Administrative Agent may agree in Section 2.1(bwriting). The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Term Loans may Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Term Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such increased Term Commitments; provided, that, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to increase its Term Commitment or provide a new Term Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee subject to and in accordance with the provisions of Section 13.5(b). If a new Term Lender becomes a party to this Agreement, or if any existing Term Lender is increasing its Term Commitment, such Lender shall on the date it becomes a Term Lender hereunder (or in the case of an existing Term Lender, increases its Term Commitment) (and as a condition thereto) purchase from time the other Term Lenders its Term Commitment Percentage (determined with respect to time be Eurodollar Loans or ABR the Term Lenders’ respective Term Commitments and after giving effect to the increase of Term Commitments) of any outstanding Term Loans, as determined by the Borrower and notified making available to the Administrative Agent for the account of such other Term Lenders, in accordance with Sections 2.2 and 2.12.
same day funds, an amount equal to (bA) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that without the consent portion of the other Lenders hereunder (x) such Lenders shall make, obtain or increase the outstanding principal amount of their Tranche B such Term Loans to be purchased by such Lender, plus (or Incremental Extensions B) interest accrued and unpaid to and as of Credit that are term loans, as applicable) or (y) such Lenders (including New Lenders) shall make commitments to issue letters date on such portion of credit, bank guarantees and similar instruments (the "Incremental Trade Credit Facility")outstanding principal amount of such Term Loans. The Borrower shall effect such increase by executing and delivering pay to the Administrative Agent an Incremental Facility Activation Notice specifying Term Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result of the prepayment of any such Loans. Effecting the increase of the Term Commitments under this Section is subject to the following conditions precedent: (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Incremental Facility Closing Date, (iii) in the case of Incremental Extensions of Credit, (x) the applicable Incremental Maturity Date, (y) the amortization schedule for such Incremental Extensions of Credit, which shall comply with Section 2.3(b) and (z) the Applicable Margin for such Incremental Extensions of Credit; provided that, (Aw) no Default or Event of Default has occurred shall exist on the effective date of such increase, (x) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is continuing a party shall be true and correct in all material respects (except in the case of a representation or would result after giving effect warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the making extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such Incremental Extensions earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of Credit or any and all Fees required in connection with such increased Term Commitments, and (z) the application Administrative Agent shall have received each of the proceeds therefromfollowing, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) after giving pro forma effect all partnership or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the making Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) to the extent requested by the applicable Lender, a new Term Note executed by the Borrower, payable to such new Lenders and replacement Term Notes executed by the Borrower, payable to any existing Term Lenders increasing their Term Commitments, in the amount of any such Incremental Extensions of Credit and any Permitted Acquisition consummated in connection therewith, Lender’s Term Commitment at the Consolidated Senior Leverage Ratio as time of the last day effectiveness of the most recent four consecutive fiscal quarters applicable increase in the aggregate amount of the Borrower for which financial statements have been delivered Term Commitments. In connection with any increase in the aggregate amount of the Term Commitments pursuant to this Section 6.1 is not more than 2.5 to 1.0 (calculated as if such Incremental Extensions of Credit had been incurred, and such Permitted Acquisition, if any, had been consummated, on the first day of such period2.15(b), any Term Lender becoming a party hereto shall (C1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of Incremental Extensions any Lender that is organized under the laws of Credit, the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Extensions of Credit) determined as a jurisdiction outside of the applicable Incremental Facility Closing Date shall not be greater than 0.25% above the Applicable Margin then in effect for Tranche B Term Loans (whichUnited States of America, for such purposes only, shall be deemed provide to include all upfront or similar fees or original issue discount paid to all Tranche B Lenders as of the applicable Incremental Facility Closing Date, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Tranche B Lenders) (or, in the case of any Incremental Trade Credit Facility, Revolving Extensions of Credit (which, for such purposes only, shall be deemed to include any upfront fees or original issue discount paid to all Revolving Lenders as of the applicable Incremental Facility Closing Date, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with Revolving Lenders)), (D) other than with respect to amortization, maturity date and pricing, terms relating to such Incremental Extensions of Credit shall be on the same terms and conditions as those applicable to Tranche B Term Loans (or, in the case of any Incremental Trade Credit Facility, Revolving Extensions of Credit), (E) the aggregate amount of borrowings of incremental Tranche B Term Loans or Incremental Extensions of Credit pursuant to this Section 2.1(b) shall not exceed an amount equal to $50,000,000, (F) the aggregate amount of commitments in respect of all Incremental Trade Credit Facilities shall not exceed an amount equal to $25,000,000, (G) each borrowing of incremental Tranche B Term Loans or Incremental Extensions of Credit that are Term Loans pursuant to this Section 2.1(b) shall be in a minimum amount of at least $5,000,000 and (H) no more than five Incremental Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion.
(c) Any additional bank, financial institution or other entity or existing Lender that elects to become an "Incremental Lender" under this Agreement in connection with any transaction described in Section 2.1(b) (i) shall be reasonably acceptable to the Borrower, each Co-Syndication Agent and the Administrative Agent (which consent shall not be unreasonably withheld) and (ii) shall execute a New Lender Supplementits name, substantially in the form of Exhibit K (a "New Lenders Supplement")address, whereupon tax identification number and/or such bank, financial institution or other entity (a "New Lender") shall become a Lender for all purposes and to the same extent information as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) The terms and conditions applicable to any Incremental Facility shall be set forth in the applicable Incremental Facility Activation Notice which shall become a part hereof when executed and delivered by the Borrower, the Lenders providing such Incremental Facility and necessary for the Administrative AgentAgent to comply with “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Spirit Realty, L.P.)
Term Commitments. (a) Subject The Borrowers may, at any time but in any event not more than twice in any one month period prior to January 15, 2001, by notice to the terms and conditions hereofAgent, request that the Term Facility be increased by an amount of $2,000,000 or an integral multiple of $1,000,000 in excess thereof (each a "Commitment Increase") to be effective as of a date that is at least 90 days prior to the Termination Date (the "Increase Date") as specified in the related notice to the Agent; provided, however that (i) each Tranche B in no event shall the Term Loan Lender severally agrees to make a term loan (a "Tranche B Term Loan") to the Borrower on the Closing Date in an amount not to exceed the amount of the Tranche B Term Loan Commitment of such Lender Facility be more than $35,000,000 and (ii) each Incremental Lender severally agrees to make one or more term loans or issue letters on the date of creditany request by the Borrowers for a Commitment Increase and on the related Increase Date, bank guarantees and similar instruments (each an "Incremental Extension of Credit") to the Borrower to the extent provided conditions set forth in Section 2.1(b). The Term Loans may from time to time 3.3 shall be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.12satisfied.
(b) The Borrower Agent shall promptly notify such banks and any one or more Lenders (including New Lenders) may from time to time agree that without other entities as it shall identify of a request by the consent of the other Lenders hereunder (x) such Lenders Borrowers for a Commitment Increase, which notice shall make, obtain or increase the amount of their Tranche B Term Loans (or Incremental Extensions of Credit that are term loans, as applicable) or (y) such Lenders (including New Lenders) shall make commitments to issue letters of credit, bank guarantees and similar instruments (the "Incremental Trade Credit Facility"). The Borrower shall effect such increase by executing and delivering to the Administrative Agent an Incremental Facility Activation Notice specifying include (i) the proposed amount of such increase and the Facility or Facilities involvedrequested Commitment Increase, (ii) the applicable Incremental Facility Closing Date, proposed Increase Date and (iii) in the case of Incremental Extensions of Credit, (x) the applicable Incremental Maturity Date, (y) the amortization schedule for date by which such Incremental Extensions of Credit, which shall comply with Section 2.3(b) and (z) the Applicable Margin for such Incremental Extensions of Credit; provided that, (A) no Default or Event of Default has occurred and is continuing or would result after giving effect to the making of such Incremental Extensions of Credit or the application of the proceeds therefrom, (B) after giving pro forma effect to the making of any such Incremental Extensions of Credit and any Permitted Acquisition consummated in connection therewith, the Consolidated Senior Leverage Ratio as of the last day of the most recent four consecutive fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 6.1 is not more than 2.5 to 1.0 (calculated as if such Incremental Extensions of Credit had been incurred, and such Permitted Acquisition, if any, had been consummated, on the first day of such period), (C) in the case of Incremental Extensions of Credit, the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit, but exclusive of any arrangement, structuring banks or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Extensions of Credit) determined as of the applicable Incremental Facility Closing Date shall not be greater than 0.25% above the Applicable Margin then in effect for Tranche B Term Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount paid to all Tranche B Lenders as of the applicable Incremental Facility Closing Date, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Tranche B Lenders) (or, in the case of any Incremental Trade Credit Facility, Revolving Extensions of Credit (which, for such purposes only, shall be deemed to include any upfront fees or original issue discount paid to all Revolving Lenders as of the applicable Incremental Facility Closing Date, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with Revolving Lenders)), (D) other than with respect to amortization, maturity date and pricing, terms relating to such Incremental Extensions of Credit shall be on the same terms and conditions as those applicable to Tranche B Term Loans (or, in the case of any Incremental Trade Credit Facility, Revolving Extensions of Credit), (E) the aggregate amount of borrowings of incremental Tranche B Term Loans or Incremental Extensions of Credit pursuant to this Section 2.1(b) shall not exceed an amount equal to $50,000,000, (F) the aggregate amount of commitments in respect of all Incremental Trade Credit Facilities shall not exceed an amount equal to $25,000,000, (G) each borrowing of incremental Tranche B Term Loans or Incremental Extensions of Credit that are Term Loans pursuant to this Section 2.1(b) shall be in a minimum amount of at least $5,000,000 and (H) no more than five Incremental Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation entities wishing to participate in any the Commitment Increase must commit to such increase described in this paragraph unless it agrees the Term Facility (the "Commitment Date"). The requested Commitment Increase shall be allocated among the banks and other entities willing to participate therein in writing to do so in its sole discretionsuch amounts as are agreed between the Borrowers and the Agent.
(c) Any additional bankPromptly following each Commitment Date, financial institution the Agent shall notify the Borrowers as to the amount, if any, by which the banks and other entities are willing to participate in the requested Commitment Increase; provided, however, that the Term Commitment of each such bank or other entity or existing Lender that elects to become an "Incremental Lender" under this Agreement in connection with any transaction described in Section 2.1(b) (i) shall be reasonably acceptable to the Borrowerin an amount of $1,000,000 or an integral multiple thereof.
(d) On each Increase Date, each Co-Syndication Agent and the Administrative Agent (which consent shall not be unreasonably withheld) and (ii) shall execute a New Lender Supplement, substantially in the form of Exhibit K (a "New Lenders Supplement"), whereupon such bank, financial institution bank or other entity that is not prior to such date a Lender hereunder and accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.20(c) (a each such bank or other entity, an "New Assuming Lender") shall become a Lender for all purposes party to this Agreement as of such Increase Date and the Term Commitment of each bank or other entity that prior to such date is a Lender and accepts an offer to participate in such requested Commitment Increase (an "Increasing Lender") shall be so increased (or established) by such amount as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date:
(i) Term Notes dated such Increase Date duly executed by the Borrowers payable to each Increasing Lender and each Assuming Lender in a principal amount equal to such Lender's new or increased Term Commitment;
(ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the same extent as if originally Borrowers and the Agent (each an "Assumption Agreement"), duly executed by such Assuming Lender, the Agent and the Borrowers; and
(iii) confirmation from each Increasing Lender of the amount of its Term Commitment in a party hereto and shall be bound by and entitled writing satisfactory to the benefits Borrowers and the Agent. On each Increase Date, upon fulfillment of this Agreement.
(d) The terms and the conditions applicable to any Incremental Facility shall be set forth in the applicable Incremental Facility Activation Notice which shall become a part hereof when executed and delivered by the Borrowerimmediately preceding sentence of this Section 2.20(d), the Agent shall notify the Lenders providing such Incremental Facility (including, without limitation, each Assuming Lender) and the Administrative AgentBorrowers, on or before 1:00 P.M., New York City time, by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.
Appears in 1 contract
Sources: Debt Agreement (WHX Corp)
Term Commitments. (a) Subject to the terms and conditions hereof, (i) each Tranche B Initial Term Loan Lender severally agrees to make a term loan (a an "Tranche B Initial Term Loan") to the Borrower on the Closing Date in an amount not to exceed the amount of the Tranche B Initial Term Loan Commitment of such Lender and (ii) each Incremental Lender severally agrees to make one or more term loans or issue letters of credit, bank guarantees and similar instruments (each an "Incremental Extension of Credit") to the Borrower to the extent provided in Section 2.1(b)Lender. The Initial Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.12.
(b) The So long as (i) no Event of Default shall be in existence and (ii) the Consolidated Senior Leverage Ratio for the fiscal quarter most recently ended, determined after giving pro forma effect to the making of the Incremental Term Loans and the use of the proceeds thereof, shall be 2.75 to 1.00 or lower, the Borrower and any one or more Lenders (including New Lenders) may from time to time agree that without the consent of the other Lenders hereunder (x) such Lenders shall make, obtain or increase the amount of their Tranche B Term Loans (or Incremental Extensions of Credit that are term loans, as applicable) or (y) such Lenders (including New Lendersor any other additional bank, financial institution or other entity which becomes a Lender pursuant to this Section 2.1(b)) shall make commitments to issue letters of credit, bank guarantees and similar instruments (the "Incremental Trade Credit Facility"). The Borrower shall effect such increase Term Loans by executing and delivering to the Administrative Agent an Incremental Term Facility Activation Notice specifying (i) the amount of such increase and Incremental Term Loans (which shall equal at least $50,000,000, in the Facility or Facilities involvedaggregate unless otherwise agreed upon by the Administrative Agent), (ii) the applicable Incremental Facility Closing Term Maturity Date, (iii) in the case of Incremental Extensions of Credit, (x) the applicable Incremental Maturity Date, (y) the amortization schedule for such Incremental Extensions of CreditTerm Loans, which shall comply with Section 2.3(b) and (ziv) the Applicable Margin for such Incremental Extensions of Credit; provided that, Term Loans and (Av) no Default or Event of Default has occurred and is continuing or would result after giving effect the proposed original issue discount applicable to the making of such Incremental Extensions of Credit or the application of the proceeds therefrom, (B) after giving pro forma effect to the making of any such Incremental Extensions of Credit and any Permitted Acquisition consummated in connection therewith, the Consolidated Senior Leverage Ratio as of the last day of the most recent four consecutive fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 6.1 is not more than 2.5 to 1.0 (calculated as if such Incremental Extensions of Credit had been incurred, and such Permitted AcquisitionTerm Loans, if any. Notwithstanding the foregoing, had been consummated, on without the first day of such period), (C) in the case of Incremental Extensions of Credit, the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Extensions of Credit) determined as consent of the applicable Incremental Facility Closing Date shall not be greater than 0.25% above the Applicable Margin then in effect for Tranche B Term Loans (whichRequired Lenders, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount paid to all Tranche B Lenders as of the applicable Incremental Facility Closing Date, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Tranche B Lenders) (or, in the case of any Incremental Trade Credit Facility, Revolving Extensions of Credit (which, for such purposes only, shall be deemed to include any upfront fees or original issue discount paid to all Revolving Lenders as of the applicable Incremental Facility Closing Date, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with Revolving Lenders)), (D) other than with respect to amortization, maturity date and pricing, terms relating to such Incremental Extensions of Credit shall be on the same terms and conditions as those applicable to Tranche B Term Loans (or, in the case of any Incremental Trade Credit Facility, Revolving Extensions of Credit), (E) the aggregate amount of borrowings of incremental Tranche B Incremental Term Loans or Incremental Extensions of Credit pursuant to this Section 2.1(b) shall not exceed an amount equal to $50,000,000, (F) the aggregate amount of commitments in respect of all Incremental Trade Credit Facilities shall not exceed an amount equal to $25,000,000, (G) each borrowing of incremental Tranche B Term Loans or Incremental Extensions of Credit that are Term Loans pursuant to this Section 2.1(b) shall be in a minimum amount of at least $5,000,000 and (H) no more than five Incremental Facility Closing Dates may be selected by the Borrower after the Closing Date150,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion.
(c) . Any additional bank, financial institution or other entity or existing Lender that elects to become an "Incremental Lender" under this Agreement in connection which, with any transaction described in Section 2.1(b) (i) shall be reasonably acceptable to the Borrower, each Co-Syndication Agent consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld) and (ii) ), elects to become a "Lender" under this Agreement in connection with the making of any Incremental Term Loan shall execute a New Lender SupplementSupplement and the Administrative Agent shall record such bank, substantially financial institution or other entity as a Lender in the form of Exhibit K (a "New Lenders Supplement")Register, whereupon such bank, financial institution or other entity (a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) The terms and conditions applicable to any Incremental Facility shall be set forth in the applicable Incremental Facility Activation Notice which shall become a part hereof when executed and delivered by the Borrower, the Lenders providing such Incremental Facility and the Administrative Agent.
Appears in 1 contract